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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-CSR
CERTIFIED SHAREHOLDER REPORT OF REGISTERED
MANAGEMENT INVESTMENT COMPANIES
Investment Company Act file number 811-22528
First Trust Energy Infrastructure Fund
(Exact name of registrant as specified in charter)
120 East Liberty Drive, Suite 400
Wheaton,
IL 60187
(Address of principal executive offices) (Zip code)
W. Scott Jardine, Esq.
First Trust Portfolios L.P.
120 East Liberty Drive, Suite 400
Wheaton, IL 60187
(Name and address of agent for service)
Registrant's telephone number, including area
code: 630-765-8000
Date of fiscal year end: November 30
Date of reporting period: November 30, 2023
Form N-CSR is to be used by management investment
companies to file reports with the Commission not later than 10 days after the transmission to stockholders of any report that is required
to be transmitted to stockholders under Rule 30e-1 under the Investment Company Act of 1940 (17 CFR 270.30e-1). The Commission may use
the information provided on Form N-CSR in its regulatory, disclosure review, inspection, and policymaking roles.
A registrant is required to disclose the information
specified by Form N-CSR, and the Commission will make this information public. A registrant is not required to respond to the collection
of information contained in Form N-CSR unless the Form displays a currently valid Office of Management and Budget ("OMB") control
number. Please direct comments concerning the accuracy of the information collection burden estimate and any suggestions for reducing
the burden to Secretary, Securities and Exchange Commission, 100 F Street, NE, Washington, DC 20549. The OMB has reviewed this collection
of information under the clearance requirements of 44 U.S.C. § 3507.
Item 1. Reports to Stockholders.
(a) The Report to Shareholders is attached herewith.
First
Trust
Energy
Infrastructure Fund (FIF)
Annual
Report
For
the Year Ended
November
30, 2023
First
Trust Energy Infrastructure Fund (FIF)
Annual
Report
November
30, 2023
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Caution
Regarding Forward-Looking Statements
This
report contains certain forward-looking statements within the meaning of the Securities Act of 1933, as amended, and the Securities Exchange
Act of 1934, as amended. Forward-looking statements include statements regarding the goals, beliefs, plans or current expectations of
First Trust Advisors L.P. (“First Trust” or the “Advisor”) and/or Energy Income Partners, LLC (“EIP”
or the “Sub-Advisor”) and their respective representatives, taking into account the information currently available to them.
Forward-looking statements include all statements that do not relate solely to current or historical fact. For example, forward-looking
statements include the use of words such as “anticipate,” “estimate,” “intend,” “expect,”
“believe,” “plan,” “may,” “should,” “would” or other words that convey uncertainty
of future events or outcomes.
Forward-looking
statements involve known and unknown risks, uncertainties and other factors that may cause the actual results, performance or achievements
of First Trust Energy Infrastructure Fund (the “Fund”) to be materially different from any future results, performance or
achievements expressed or implied by the forward-looking statements. When evaluating the information included in this report, you are
cautioned not to place undue reliance on these forward-looking statements, which reflect the judgment of the Advisor and/or Sub-Advisor
and their respective representatives only as of the date hereof. We undertake no obligation to publicly revise or update these forward-looking
statements to reflect events and circumstances that arise after the date hereof.
Managed
Distribution Policy
The
Board of Trustees of the Fund has approved a managed distribution policy for the Fund (the “Plan”) in reliance on exemptive
relief received from the Securities and Exchange Commission that permits the Fund to make periodic distributions of long-term capital
gains as frequently as monthly each tax year. Under the Plan, the Fund currently intends to continue to pay a monthly distribution that
reflects the distributable cash flow of the Fund. A portion of this monthly distribution may include realized capital gains. This may
result in a reduction of the long-term capital gain distribution necessary at year end by distributing realized capital gains throughout
the year. The annual distribution rate is independent of the Fund’s performance during any particular period. Accordingly, you should
not draw any conclusions about the Fund’s investment performance from the amount of any distribution or from the terms of the Plan.
The Board of Trustees may amend or terminate the Plan at any time without prior notice to shareholders.
Performance
and Risk Disclosure
There
is no assurance that the Fund will achieve its investment objective. The Fund is subject to market risk, which is the possibility that
the market values of securities owned by the Fund will decline and that the value of the Fund’s shares may therefore be less than
what you paid for them. Accordingly, you can lose money by investing in the Fund. See “Principal Risks” in the Investment
Objective, Policies, Risks and Effects of Leverage section of this report for a discussion of certain other risks of investing in the
Fund.
Performance
data quoted represents past performance, which is no guarantee of future results, and current performance may be lower or higher than
the figures shown. For the most recent month-end performance figures, please visit www.ftportfolios.com
or speak with your financial advisor. Investment returns, net asset value and common share price will fluctuate and Fund shares, when
sold, may be worth more or less than their original cost.
The
Advisor may also periodically provide additional information on Fund performance on the Fund’s web page at www.ftportfolios.com.
How
to Read This Report
This
report contains information that may help you evaluate your investment in the Fund. It includes details about the Fund and presents data
and analysis that provide insight into the Fund’s performance and investment approach.
By
reading the portfolio commentary by the portfolio management team of the Fund, you may obtain an understanding of how the market environment
affected the Fund’s performance. The statistical information that follows may help you understand the Fund’s performance compared
to that of relevant market benchmarks.
It
is important to keep in mind that the opinions expressed by personnel of First Trust and EIP are just that: informed opinions. They should
not be considered to be promises or advice. The opinions, like the statistics, cover the period through the date on the cover of this
report. The material risks of investing in the Fund are spelled out in the prospectus, the statement of additional information, this report
and other Fund regulatory filings.
First
Trust Energy Infrastructure Fund (FIF)
Annual
Letter from the Chairman and CEO
November
30, 2023
Dear
Shareholders,
First
Trust is pleased to provide you with the annual report for the First Trust Energy Infrastructure Fund (the “Fund”), which
contains detailed information about the Fund for the twelve months ended November 30, 2023.
Rising
prices and the direction of central bank policy continue to dominate headlines on a global scale. As of December 12, 2023, just one of
the eleven countries that comprise the so-called “Group of Ten” had a rate of inflation that was below its target for the
metric. To rein in these price increases, central banks across the globe have been implementing more restrictive monetary policies. Over
the past twelve months, the Federal Reserve (the “Fed”) increased the Federal Funds target rate (upper bound) from 4.00% (where
it stood on November 30, 2022) to 5.50% as of November 30, 2023. Inflation, as measured by the 12-month change in the rate of the Consumer
Price Index, stood at 3.1% at the end of November 2023, marking the thirty-third consecutive month that the metric has been elevated above
the Fed’s stated goal of 2.0%.
As
many investors are likely aware, tighter monetary policy often leads to lower economic growth. In their October 2023 publication of the
World Economic Outlook, the International Monetary Fund projected that the growth in world economic output is expected to slow from 3.5%
in 2022 to 2.9% in 2024. The economic growth in advanced economies is projected to plummet from 2.6% in 2022 to 1.4% over the same period.
The impact of higher rates on consumers and businesses cannot be overstated. For consumers, rising interest rates typically increase the
cost of borrowing for large purchases, such as homes and automobiles. Assuming a 20% down payment, the rise in mortgage rates since the
Fed began its current tightening cycle amounts to a 31% increase in monthly interest payments on a new 30-year mortgage for the median
new home, according to Brian Wesbury, Chief Economist at First Trust. For corporations, the rising cost of debt financing often leads
to a contraction in business investment as free capital dries up and expansion projects slow. Refinitiv Lipper reported that the value
of global merger and acquisitions activity stood at just $2.38 trillion year-to-date through October 2023, representing a decline of 20%
compared to the same period last year and the lowest January to October total in a decade.
The
financial markets battled a myriad of headwinds over the past year, from geopolitical uncertainty resulting from war (the conflicts between
Israel and Hamas and Russia and Ukraine) to sticky inflation and the looming threat of an economic recession. While calls for a recession
may concern some investors, the following may offer solace. Data from Bloomberg reveals that the S&P 500®
Index has posted positive total returns over the 3-year period following every recession since 1948.
Thank
you for giving First Trust the opportunity to play a role in your financial future. We value our relationship with you and will report
on the Fund again in six months.
Sincerely,
James
A. Bowen
Chairman
of the Board of Trustees
Chief
Executive Officer of First Trust Advisors L.P.
First
Trust Energy Infrastructure Fund (FIF)
“AT
A GLANCE”
As
of November 30, 2023 (Unaudited)
Fund
Statistics |
|
Symbol
on New York Stock Exchange |
FIF
|
Common
Share Price |
$16.47
|
Common
Share Net Asset Value (“NAV”) |
$17.57
|
Premium
(Discount) to NAV |
(6.26)%
|
Net
Assets Applicable to Common Shares |
$275,226,632
|
Current
Monthly Distribution per Common Share(1) |
$0.1000
|
Current
Annualized Distribution per Common Share |
$1.2000
|
Current
Distribution Rate on Common Share Price(2) |
7.29%
|
Current
Distribution Rate on NAV(2) |
6.83%
|
Common
Share Price & NAV (weekly closing price)
Performance
|
|
|
|
|
|
|
Average
Annual Total Returns |
|
1
Year Ended 11/30/23 |
5
Years Ended 11/30/23 |
10
Years Ended 11/30/23 |
Inception
(9/27/11) to 11/30/23 |
Fund
Performance(3) |
|
|
|
|
NAV
|
5.20%
|
8.27%
|
5.71%
|
8.15%
|
Market
Value |
15.95%
|
9.52%
|
5.31%
|
7.17%
|
Index
Performance |
|
|
|
|
PHLX
Utility Sector Index |
-10.52%
|
5.90%
|
8.73%
|
8.57%
|
Alerian
MLP Total Return Index |
23.29%
|
10.33%
|
2.29%
|
5.30%
|
Blended Index(4)
|
5.53%
|
10.13%
|
6.80%
|
8.08%
|
S&P
500® Index |
13.84%
|
12.51%
|
11.81%
|
13.98%
|
(1)
|
Most
recent distribution paid through November 30, 2023. Subject to change in the future. |
(2)
|
Distribution
rates are calculated by annualizing the most recent distribution paid through the report date and then dividing by Common Share Price
or NAV, as applicable, as of November 30, 2023. Subject to change in the future. |
(3)
|
Total
return is based on the combination of reinvested dividend, capital gain, and return of capital distributions, if any, at prices obtained
by the Dividend Reinvestment Plan and changes in NAV per share for NAV returns and changes in Common Share Price for market value returns.
Total returns do not reflect sales load and are not annualized for periods of less than one year. Past performance is not indicative of
future results. |
(4)
|
The
Blended Index consists of the following: PHLX Utility Sector Index (50%) and Alerian MLP Total Return Index (50%). The Blended Index reflects
the diverse allocation of companies engaged in the energy infrastructure sector in the Fund’s portfolio. The indices do not charge
management fees or brokerage expenses, and no such fees or expenses were deducted from the performance shown. Indexes are unmanaged and
an investor cannot invest directly in an index. The Blended Index returns are calculated by using the monthly return of the two indices
during each period shown above. At the beginning of each month the two indices are rebalanced to a 50-50 ratio to account for divergence
from that ratio that occurred during the course of each month. The monthly returns are then compounded for each period shown above, giving
the performance for the Blended Index for each period shown above. |
First
Trust Energy Infrastructure Fund (FIF)
“AT
A GLANCE” (Continued)
As
of November 30, 2023 (Unaudited)
Industry
Classification |
% of Total
Long-Term Investments |
Natural
Gas Transmission |
28.4%
|
Electric
Power & Transmission |
27.6
|
Petroleum
Product Transmission |
21.3
|
Crude
Oil Transmission |
9.5
|
Gathering
& Processing |
3.3
|
Propane
|
0.1
|
Other
|
9.8
|
Total
|
100.0%
|
Top
Ten Holdings |
% of Total
Long-Term Investments |
Enterprise
Products Partners, L.P. |
8.0%
|
Energy
Transfer, L.P. |
6.5
|
Plains
GP Holdings, L.P., Class A |
6.0
|
Kinder
Morgan, Inc. |
5.0
|
DT
Midstream, Inc. |
4.7
|
Sempra
|
4.1
|
Williams
(The) Cos., Inc. |
4.1
|
ONEOK,
Inc. |
4.1
|
Targa
Resources Corp. |
2.8
|
MPLX,
L.P. |
2.7
|
Total
|
48.0%
|
Fund
Allocation |
%
of Net Assets |
Common
Stocks |
86.4%
|
Master
Limited Partnerships |
35.8
|
Money
Market Funds |
4.8
|
Call
Options Written |
(0.3)
|
Outstanding
Loans |
(25.5)
|
Net
Other Assets and Liabilities(5) |
(1.2)
|
Total
|
100.0%
|
(5)
|
Includes
swap contracts. |
Portfolio
Commentary
First
Trust Energy Infrastructure Fund (FIF)
Annual
Report
November
30, 2023 (Unaudited)
Proposed
Merger
First
Trust Energy Infrastructure Fund (the “Fund”) will call a special meeting of shareholders to consider merging the Fund into
a wholly-owned subsidiary of a newly created exchange-traded fund (“ETF”) that would be traded on the NYSE Arca and would
be an actively managed ETF managed by First Trust Advisors L.P. (“First Trust” or the “Advisor”) and sub-advised
by Energy Income Partners, LLC (“EIP”), the Fund’s current sub-advisor. More information on the proposed transaction,
including the risks and considerations associated with the proposed transaction are contained in registration statement/proxy materials,
which are available at https://www.ftportfolios.com/LoadContent/gohdcqj3gy4o.
This note is not intended to solicit a proxy from any shareholder of the Fund and is not intended to, and shall not, constitute an offer
to purchase or sell shares of the Fund or a to-be-formed ETF.
Advisor
First
Trust serves as the investment advisor to the Fund. First Trust is responsible for the ongoing monitoring of the Fund’s investment
portfolio, managing the Fund’s business affairs and providing certain administrative services necessary for the management of the
Fund.
Sub-Advisor
Energy
Income Partners, LLC
EIP,
located in Westport, CT, was founded in 2003 to provide professional asset management services in publicly traded energy-related infrastructure
companies with above average dividend payout ratios operating pipelines and related storage and handling facilities, electric power transmission
and distribution as well as long contracted or regulated power generation from renewables and other sources. The corporate structure of
the portfolio companies includes C-corporations, partnerships and energy infrastructure real estate investment trusts. EIP mainly focuses
on investments in assets that receive steady fee-based or regulated income from their corporate and individual customers. EIP manages
or supervises approximately $5.1 billion of assets as of November 30, 2023. EIP advises two privately offered partnerships for U.S. high
net worth individuals and an open-end mutual fund. EIP also manages separately managed accounts and provides its model portfolio to unified
managed accounts. Finally, EIP serves as a sub-advisor to three closed-end management investment companies in addition to the Fund, three
actively managed exchange-traded funds and a sleeve of a series of a variable insurance trust. EIP is a registered investment advisor
with the Securities and Exchange Commission.
Portfolio
Management Team
James
J. Murchie – Co-Portfolio Manager, Founder and CEO of Energy Income Partners, LLC
Eva
Pao – Co-Portfolio Manager, Principal of Energy Income Partners, LLC
John
Tysseland – Co-Portfolio Manager, Principal of Energy Income Partners, LLC
The
portfolio managers are primarily and jointly responsible for the day-to-day management of the Fund’s portfolio.
Commentary
First
Trust Energy Infrastructure Fund
The
investment objective of the Fund is to seek a high level of total return with an emphasis on current distributions paid to shareholders.
The Fund pursues its investment objective by investing primarily in securities of companies engaged in the energy infrastructure sector.
These companies principally include publicly-traded master limited partnerships (“MLPs”) and limited liability companies taxed
as partnerships, MLP affiliates, YieldCos, pipeline companies, utilities and other infrastructure-related companies that derive at least
50% of their revenues from operating, or providing services in support of, infrastructure assets such as pipelines, power transmission
and petroleum and natural gas storage in the petroleum, natural gas and power generation industries (collectively, “Energy Infrastructure
Companies”). For purposes of the Fund’s investment objective, total return includes capital appreciation of, and all distributions
received from, securities in which the Fund invests, taking into account the varying tax characteristics of such securities. Under normal
market conditions, the Fund invests at least 80% of its managed assets (total asset value of the Fund minus the sum of the Fund’s
liabilities other than the principal amount of borrowings) in securities of Energy Infrastructure Companies. There can be no assurance
that the Fund will achieve its investment objective. The Fund may not be appropriate for all investors.
Market
Recap
As
measured by the Alerian MLP Total Return Index (“AMZX”) and the PHLX Utility Sector Index (“UTY”), the total returns
for the 12-month period ended November 30, 2023 were 23.29% and -10.52%, respectively. These figures are according to data collected
Portfolio
Commentary (Continued)
First
Trust Energy Infrastructure Fund (FIF)
Annual
Report
November
30, 2023 (Unaudited)
from
Bloomberg. While in the short term, market share price appreciation can be volatile, EIP believes that over the long term, share price
appreciation will approximate growth in per share earnings and quarterly cash distributions paid by the companies in the portfolio.
Performance
Analysis
|
|
Average
Annual Total Returns |
|
1
Year Ended 11/30/23 |
5
Years Ended 11/30/23 |
10
Years Ended 11/30/23 |
Inception
(9/27/11) to 11/30/23 |
Fund Performance(1)
|
|
|
|
|
NAV
|
5.20%
|
8.27%
|
5.71%
|
8.15%
|
Market
Value |
15.95%
|
9.52%
|
5.31%
|
7.17%
|
Index
Performance |
|
|
|
|
PHLX
Utility Sector Index |
-10.52%
|
5.90%
|
8.73%
|
8.57%
|
Alerian
MLP Total Return Index |
23.29%
|
10.33%
|
2.29%
|
5.30%
|
Blended Index(2)
|
5.53%
|
10.13%
|
6.80%
|
8.08%
|
S&P
500® Index |
13.84%
|
12.51%
|
11.81%
|
13.98%
|
Performance figures assume reinvestment of all distributions and do not reflect the deduction of taxes that a shareholder would pay on
Fund distributions or the redemption or sale of Fund shares. An index is a statistical composite that tracks a specified financial market
or sector. Unlike the Fund, the indices do not actually hold a portfolio of securities and therefore do not incur the expenses incurred
by the Fund. These expenses negatively impact the performance of the Fund. The Fund’s past performance does not predict future performance.
On
a net asset value (“NAV”) basis, for the 12-month period ended November 30, 2023, the Fund provided a total return(1)
of 5.20%, including the reinvestment of distributions. This compares, according to collected data, to a total return of 13.84% for the
S&P 500® Index (the “Index”), a return of
5.53% for a blended index consisting of the UTY (50%) and the AMZX (50%) (the “Blended Index”). On a market value basis, the
Fund had a total return(1), including the reinvestment of distributions,
of 15.95% for the same period. At the end of the period, the Fund was priced at $16.47 per Common Share, while the NAV was $17.57 per
Common Share, a discount of
(1)
|
Total
return is based on the combination of reinvested dividend, capital gain and return of capital distributions, if any, at prices obtained
by the Dividend Reinvestment Plan and changes in NAV per share for NAV returns and changes in Common Share Price for market value returns.
Total returns do not reflect sales load and are not annualized for periods of less than one year. Past performance is not indicative of
future results. |
(2)
|
The
Blended Index consists of the following: PHLX Utility Sector Index (50%) and Alerian MLP Total Return Index (50%). The Blended Index reflects
the diverse allocation of companies engaged in the energy infrastructure sector in the Fund’s portfolio. The indexes do not charge
management fees or brokerage expenses, and no such fees or expenses were deducted from the performance shown. Indexes are unmanaged and
an investor cannot invest directly in an index. The Blended Index returns are calculated by using the monthly return of the two indices
during each period shown above. At the beginning of each month the two indices are rebalanced to a 50-50 ratio to account for divergence
from that ratio that occurred during the course of each month. The monthly returns are then compounded for each period shown above, giving
the performance for the Blended Index for each period shown above. |
Portfolio
Commentary (Continued)
First
Trust Energy Infrastructure Fund (FIF)
Annual
Report
November
30, 2023 (Unaudited)
6.26%.
As of November 30, 2022, the Fund was priced at $15.24 per Common Share while the NAV was $17.92 per Common Share, a discount of 14.96%.
For
the 12-month period ended November 30, 2023, the Fund’s NAV underperformed the Blended Index by 33 basis points (“bps”).
While
strong performance of the Fund’s pipeline and midstream infrastructure companies helped drive positive returns over the last twelve
months, the underperformance of the Fund relative to the Blended Index was due to overweight positions in renewable developers that
are not included in the AMZX or the UTY.
The
selloff in utilities during the year was driven by concerns about higher costs for renewables as a bellwether large-cap company in the
utilities sector reduced the growth outlook for its renewable subsidiary. This subsidiary provides the parent with a publicly traded financing
option for completed renewable projects. However, declining share prices for all renewable developers led to a negative feedback loop
rendering this financing vehicle less economically viable and ultimately led to the parent cutting its growth rate for the subsidiary
in half. While this was a drag on sentiment for regulated utilities broadly, EIP does not view higher costs for renewables as an ongoing
risk for the utility sector.
Most
renewable projects are built by so-called renewable developers, not by the regulated utilities that are monopolies earning a regulated
return on all investment. But it just so happens that a few utility parent companies also engage in renewable development as a separate
business, and it is that connection that we believe scared investors in late September 2023. Onshore wind and solar still account for
90% of planned capacity additions over the next five years and remain the low-cost source of power generation in the U.S.(3)
EIP believes any cost pressures driven by supply chain issues and higher financing costs will be passed through in higher prices sufficient
to allow developers to make a competitive return on invested capital.
While
the Fund’s portfolio is dominated by companies that own natural and legal monopolies operating transport infrastructure in both
the pipeline and power sectors, the Fund selectively owns more diversified energy companies where EIP believes valuations indicate the
cyclical, non-infrastructure portion of their assets are grossly mispriced. EIP believes integrated oil and gas companies (IOCs) possess
those characteristics today and so EIP initiated positions in some of these companies over the last two years. At the end of this period,
IOCs represented about 7.4% of the Fund’s portfolio.
The
Fund uses leverage because its portfolio managers believe that, over time, leverage can enhance total return for common shareholders.
However, the use of leverage can also increase the volatility of the NAV and, therefore, the share price. For example, if the prices of
securities held by the Fund decline, the effect of changes in common share NAV and common share total return loss would be magnified by
the use of leverage. Conversely, leverage may enhance common share returns during periods when the prices of securities held by the Fund
generally are rising. Unlike the Fund, the Blended Index is not leveraged, nor does it incur fees and expenses. Leverage had a positive
impact on the performance of the Fund over the period. Derivatives also had a positive impact on the performance of the Fund over the
reporting period.
The
Fund’s managed distribution policy (the “Plan”) permits the Fund to make periodic distributions of long-term capital
gains as frequently as monthly each tax year. The plan has no impact on the Fund’s investment strategy and may reduce the Fund’s
NAV. However, the Advisor believes the policy helps maintain the Fund’s competitiveness and may benefit the Fund’s market
price and premium/discount to the Fund’s NAV. Under the Plan, the Fund intends to continue to pay a monthly distribution that reflects
the distributable cash flow of the Fund. Based on the $0.10 per share monthly Common Share distribution, the annualized distribution rate
as of November 30, 2023 was 6.83% at NAV and 7.29% at market price. For the 12-month period ended November 30, 2023, 32.05% of the distributions
were characterized as ordinary income, and 67.95% of the distributions were characterized as net realized gain. The final determination
of the source and tax status of all 2023 distributions will be made after the end of 2023 and will be provided on Form 1099-DIV. The foregoing
is not to be construed as tax advice. Please consult your tax advisor for further regarding tax matters.
Market
and Fund Outlook
The
underperformance of the Fund relative to the broad market was not remarkable as most of the Index performance was driven by 10 stocks.
The ten largest companies of the Index accounted for approximately 90% of the Index performance in this period. As of November 30, 2023,
the Fund trades at a 32% discount relative to the Index that trades at a forward 12-month P/E of 19.0x versus 17.4x a year ago.(4)
EIP’s view is optimistic regarding the Fund’s portfolio based on continued earnings growth among the energy infrastructure
companies coupled with low valuations relative to the Index based on forward 12-month earnings expectations.
(3)
|
Wolfe
Research Power Supply Outlook: Implications for Power, Rails, Natural Gas, Turbines, September 15, 2023 |
Portfolio
Commentary (Continued)
First
Trust Energy Infrastructure Fund (FIF)
Annual
Report
November
30, 2023 (Unaudited)
In
EIP’s opinion, the long-term outlook for electricity and natural gas infrastructure is positive. As low-cost renewables continue
to grow, additional infrastructure is necessary to connect increasingly diverse sources of energy supply to consumers. Utilities are also
now experiencing incremental electricity demand from the electrification of vehicles to power hungry data centers, while the negative
impact of more efficient devices, especially LED lighting, abates as the replacement cycle matures. Additionally, the long-term trend
away from coal-fired power generation seems likely to continue. Publicly owned utilities’ five-year integrated resource plans and
continued announcements of coal plant retirements support this view. In most cases, these retirements are being replaced with natural
gas and/or renewables requiring new transport infrastructure. These necessary investments by utilities grow the investment base (known
as “rate base”) upon which they earn their allowed rates of return which in turn grow earnings.
EIP
views the current level of capital discipline among conventional oil and gas producers as well as pipeline and midstream energy companies
as a bullish development for investors. Global capital spending for upstream oil and gas has collapsed due to, in EIP’s opinion,
previous over-investment, poor historical returns and ESG (environmental, social and corporate governance) pressures. Instead, cash flows
are being redirected to share repurchase, debt reduction, special dividends and in some cases renewable investments. EIP views these trends
as positive for investors, but EIP does not view the current amount of capital spending as being sufficient to offset natural production
declines nor to grow capacity. Fossil fuels such as natural gas, oil, and coal still account for more than 82% of global primary energy
use.(5) Global real gross domestic product (“GDP”)
has a strong historical relationship to global primary energy use. Over the last fifty-plus years there has never been a five-year period
where average global GDP or average global primary energy use has declined.(6)
In EIP’s opinion, the lack of conventional oil and gas supply growth and what appears to be inevitable demand growth over any reasonable
investment horizon provides solid fundamentals for conventional energy investors.
EIP
is also optimistic about the technological breakthroughs in energy and invests in companies like renewable developers and network utilities
that, where renewable resources are abundant, benefit from the lower cost and higher performance of renewables, batteries, and other new
grid-related innovations. But EIP is not a venture capitalist; companies in the Fund’s portfolio must have a track record of profitability
and a willingness to share some portion of that profitability through distributions. While the names in the portfolio change over time,
the strategy and the sources of earnings stability and growth remain the same: investing in monopoly infrastructure that provides the
low-cost way of shipping the lowest cost form of energy.
(5)
|
Energy
Institute Statistical Review of World Energy, 2023 |
(6)
|
World
Bank, Energy Institute Statistical Review of World Energy – 2023, EIP Estimates. This information is based on assumptions made by
EIP, changes to the assumptions will affect the information provided. |
First
Trust Energy Infrastructure Fund (FIF)
Portfolio
of Investments
November
30, 2023
Shares
|
|
Description
|
|
Value
|
COMMON
STOCKS (a) (b) – 86.4% |
|
|
Construction
& Engineering – 0.6% |
|
|
8,890
|
|
Quanta Services, Inc.
|
|
$1,674,076
|
|
|
Electric
Utilities – 19.1% |
|
|
133,712
|
|
Alliant Energy Corp. (c)
|
|
6,761,816
|
104,907
|
|
American Electric Power Co., Inc. (c)
|
|
8,345,352
|
9,110
|
|
Duke Energy Corp.
|
|
840,671
|
18,930
|
|
Emera, Inc. (CAD)
|
|
665,295
|
79,420
|
|
Enel S.p.A., ADR
|
|
556,337
|
17,000
|
|
Entergy Corp.
|
|
1,723,970
|
62,401
|
|
Evergy, Inc.
|
|
3,184,947
|
78,130
|
|
Eversource Energy
|
|
4,641,703
|
62,300
|
|
Exelon Corp.
|
|
2,399,173
|
18,450
|
|
Fortis, Inc. (CAD)
|
|
739,115
|
8,598
|
|
IDACORP, Inc.
|
|
829,707
|
57,913
|
|
NextEra Energy, Inc.
|
|
3,388,489
|
11,600
|
|
Orsted A/S, ADR
|
|
181,772
|
253,219
|
|
PPL Corp. (c)
|
|
6,614,080
|
113,000
|
|
Southern (The) Co.
|
|
8,020,740
|
59,889
|
|
Xcel Energy, Inc.
|
|
3,643,647
|
|
|
|
|
52,536,814
|
|
|
Energy
Equipment & Services – 0.4% |
|
|
80,600
|
|
Archrock, Inc.
|
|
1,167,894
|
|
|
Gas
Utilities – 7.5% |
|
|
83,700
|
|
AltaGas Ltd. (CAD)
|
|
1,702,436
|
57,900
|
|
Atmos Energy Corp.
|
|
6,589,599
|
10,000
|
|
Chesapeake Utilities Corp.
|
|
956,000
|
154,200
|
|
National Fuel Gas Co.
|
|
7,831,818
|
14,800
|
|
New Jersey Resources Corp.
|
|
624,560
|
44,720
|
|
ONE Gas, Inc.
|
|
2,577,213
|
13,894
|
|
UGI Corp.
|
|
305,529
|
|
|
|
|
20,587,155
|
|
|
Independent
Power & Renewable Electricity Producers – 2.5% |
|
|
245,236
|
|
AES (The) Corp.
|
|
4,220,512
|
81,970
|
|
Clearway Energy, Inc., Class A
|
|
1,940,230
|
14,170
|
|
EDP Renovaveis S.A. (EUR)
|
|
258,353
|
18,940
|
|
Northland Power, Inc. (CAD)
|
|
307,908
|
|
|
|
|
6,727,003
|
|
|
Multi-Utilities –
13.8% |
|
|
5,806
|
|
Ameren Corp.
|
|
450,488
|
147,910
|
|
Atco Ltd., Class I (CAD)
|
|
4,038,517
|
17,020
|
|
Canadian Utilities Ltd., Class A (CAD)
|
|
381,302
|
28,335
|
|
CenterPoint Energy, Inc.
|
|
801,030
|
53,600
|
|
CMS Energy Corp.
|
|
3,042,336
|
32,310
|
|
DTE Energy Co.
|
|
3,363,794
|
78,500
|
|
Public Service Enterprise Group, Inc.
|
|
4,900,755
|
190,640
|
|
Sempra
|
|
13,891,937
|
86,320
|
|
WEC Energy Group, Inc.
|
|
7,218,078
|
|
|
|
|
38,088,237
|
|
|
Oil,
Gas & Consumable Fuels – 41.8% |
|
|
180,090
|
|
BP PLC, ADR (c)
|
|
6,535,466
|
40,178
|
|
Cheniere Energy, Inc. (c)
|
|
7,318,423
|
12,000
|
|
Chevron Corp.
|
|
1,723,200
|
See
Notes to Financial Statements
Page
9
First
Trust Energy Infrastructure Fund (FIF)
Portfolio
of Investments (Continued)
November
30, 2023
Shares
|
|
Description
|
|
Value
|
COMMON
STOCKS (a) (b) (Continued) |
|
|
Oil,
Gas & Consumable Fuels (Continued) |
|
|
278,590
|
|
DT Midstream, Inc.
|
|
$15,960,421
|
71,800
|
|
Enbridge, Inc.
|
|
2,503,666
|
35,000
|
|
Exxon Mobil Corp.
|
|
3,595,900
|
336,830
|
|
Keyera Corp. (CAD)
|
|
8,481,876
|
954,565
|
|
Kinder Morgan, Inc.
|
|
16,771,707
|
200,095
|
|
ONEOK, Inc. (c)
|
|
13,776,541
|
109,230
|
|
Shell PLC, ADR (c)
|
|
7,187,334
|
103,070
|
|
Targa Resources Corp. (c)
|
|
9,322,681
|
20,455
|
|
TC Energy Corp.
|
|
767,472
|
106,730
|
|
TotalEnergies SE, ADR
|
|
7,262,977
|
374,750
|
|
Williams (The) Cos., Inc.
|
|
13,787,052
|
|
|
|
|
114,994,716
|
|
|
Professional
Services – 0.6% |
|
|
13,400
|
|
Jacobs Solutions, Inc. (c)
|
|
1,704,212
|
|
|
Water
Utilities – 0.1% |
|
|
2,170
|
|
American Water Works Co., Inc.
|
|
286,093
|
|
|
Total Common Stocks
|
|
237,766,200
|
|
|
(Cost
$231,538,078) |
|
|
Units
|
|
Description
|
|
Value
|
MASTER
LIMITED PARTNERSHIPS (a) – 35.8% |
|
|
Chemicals –
0.6% |
|
|
69,395
|
|
Westlake Chemical Partners, L.P.
|
|
1,571,797
|
|
|
Energy
Equipment & Services – 0.1% |
|
|
14,800
|
|
USA Compression Partners, L.P.
|
|
352,388
|
|
|
Independent
Power & Renewable Electricity Producers – 0.6% |
|
|
70,618
|
|
NextEra Energy Partners, L.P. (c) (d)
|
|
1,662,348
|
|
|
Oil,
Gas & Consumable Fuels – 34.5% |
|
|
99,089
|
|
Cheniere Energy Partners, L.P.
|
|
6,117,755
|
1,572,880
|
|
Energy Transfer, L.P.
|
|
21,847,303
|
29,780
|
|
EnLink Midstream, LLC (d)
|
|
407,093
|
999,240
|
|
Enterprise Products Partners, L.P.
|
|
26,759,647
|
269,348
|
|
Hess Midstream, L.P., Class A (d)
|
|
8,764,584
|
250,770
|
|
MPLX, L.P.
|
|
9,143,074
|
1,255,078
|
|
Plains GP Holdings, L.P., Class A (d)
|
|
20,282,060
|
59,940
|
|
Western Midstream Partners, L.P.
|
|
1,787,411
|
|
|
|
|
95,108,927
|
|
|
Total Master Limited Partnerships
|
|
98,695,460
|
|
|
(Cost
$73,251,251) |
|
|
Shares
|
|
Description
|
|
Value
|
MONEY
MARKET FUNDS (a) – 4.8% |
13,167,964
|
|
Morgan Stanley Institutional Liquidity Funds - Treasury Portfolio - Institutional Class - 5.23% (e)
|
|
13,167,964
|
|
|
(Cost
$13,167,964) |
|
|
|
|
Total Investments – 127.0%
|
|
349,629,624
|
|
|
(Cost
$317,957,293) |
|
|
Page
10
See
Notes to Financial Statements
First
Trust Energy Infrastructure Fund (FIF)
Portfolio
of Investments (Continued)
November
30, 2023
Number
of Contracts |
|
Description
|
|
Notional
Amount |
|
Exercise
Price |
|
Expiration
Date |
|
Value
|
WRITTEN
OPTIONS – (0.3)% |
|
|
Call
Options Written – (0.3)% |
|
|
|
|
|
|
|
|
(1,266)
|
|
Alliant Energy Corp.
|
|
$(6,402,162)
|
|
$52.50
|
|
12/15/23
|
|
$(12,660)
|
(944)
|
|
American Electric Power Co., Inc.
|
|
(7,509,520)
|
|
80.00
|
|
12/15/23
|
|
(89,680)
|
(900)
|
|
BP PLC, ADR (f)
|
|
(3,266,100)
|
|
41.00
|
|
12/15/23
|
|
(1,800)
|
(401)
|
|
Cheniere Energy, Inc.
|
|
(7,304,215)
|
|
180.00
|
|
12/15/23
|
|
(192,480)
|
(134)
|
|
Jacobs Solutions, Inc. (f)
|
|
(1,704,212)
|
|
140.00
|
|
12/15/23
|
|
(670)
|
(706)
|
|
NextEra Energy Partners, L.P. (f)
|
|
(1,661,924)
|
|
35.00
|
|
12/15/23
|
|
(3,530)
|
(2,000)
|
|
ONEOK, Inc.
|
|
(13,770,000)
|
|
70.00
|
|
01/19/24
|
|
(282,000)
|
(2,348)
|
|
PPL Corp.
|
|
(6,132,976)
|
|
27.00
|
|
01/19/24
|
|
(70,440)
|
(1,092)
|
|
Shell PLC, ADR
|
|
(7,185,360)
|
|
67.00
|
|
12/15/23
|
|
(60,060)
|
(1,030)
|
|
Targa Resources Corp.
|
|
(9,316,350)
|
|
90.00
|
|
12/15/23
|
|
(172,010)
|
|
|
Total Written Options
|
|
(885,330)
|
|
|
(Premiums
received $732,209) |
|
|
|
|
|
|
|
|
|
Outstanding Loans – (25.5)%
|
|
(70,300,000)
|
|
Net Other Assets and Liabilities – (1.2)%
|
|
(3,217,662)
|
|
Net Assets – 100.0%
|
|
$275,226,632
|
Interest
Rate Swap Agreements:
Counterparty
|
|
Rate
Receivable |
|
Expiration
Date |
|
Notional
Amount |
|
Rate
Payable |
|
Unrealized
Appreciation (Depreciation)/ Value |
Bank
of Nova Scotia(1) |
|
5.444%(2)
|
|
09/03/24
|
|
$36,475,000
|
|
2.367%(3)
|
|
$883,787
|
N/A (4)
(5) |
|
5.330%(6)
|
|
10/21/25
|
|
303,796
|
|
5.340%(7)
|
|
(209)
|
|
|
|
|
|
|
$36,778,796
|
|
|
|
$883,578
|
(1) Payment
frequency is monthly |
(2) SOFR
+ 0.11448% |
|
|
|
|
|
|
|
|
|
|
(3) Fixed
Rate |
|
|
|
|
|
|
|
|
|
|
(4)
Centrally cleared on the Chicago Mercantile Exchange |
(5)
No cash payments are made by either party prior to the expiration dates shown above |
(6) Federal
Funds Rate |
|
|
|
|
|
|
|
|
|
|
(7) SOFR
+ 0.01036% |
(a)
|
All
of these securities are available to serve as collateral for the outstanding loans. |
(b)
|
Securities
are issued in U.S. dollars unless otherwise indicated in the security description. |
(c)
|
All
or a portion of this security’s position represents cover for outstanding options written. |
(d)
|
This
security is taxed as a “C” corporation for federal income tax purposes. |
(e)
|
Rate
shown reflects yield as of November 30, 2023. |
(f)
|
This
investment is fair valued by the Advisor’s Pricing Committee in accordance with procedures approved by the Fund’s Board of
Trustees, and in accordance with the provisions of the Investment Company Act of 1940 and rules thereunder, as amended. At November 30,
2023, investments noted as such are valued at $(6,000) or (0.0)% of net assets. |
Abbreviations
throughout the Portfolio of Investments: |
ADR
|
–
American Depositary Receipt |
CAD
|
–
Canadian Dollar |
EUR
|
–
Euro |
SOFR
|
–
Secured Overnight Financing Rate |
See
Notes to Financial Statements
Page
11
First
Trust Energy Infrastructure Fund (FIF)
Portfolio
of Investments (Continued)
November
30, 2023
Valuation
Inputs
A
summary of the inputs used to value the Fund’s investments as of November 30, 2023 is as follows (see Note 3A - Portfolio Valuation
in the Notes to Financial Statements):
ASSETS
TABLE |
|
Total
Value at 11/30/2023 |
Level
1 Quoted Prices |
Level
2 Significant Observable Inputs |
Level
3 Significant Unobservable Inputs |
Common Stocks*
|
$ 237,766,200
|
$ 237,766,200
|
$ —
|
$ —
|
Master Limited Partnerships*
|
98,695,460
|
98,695,460
|
—
|
—
|
Money Market Funds
|
13,167,964
|
13,167,964
|
—
|
—
|
Total Investments
|
349,629,624
|
349,629,624
|
—
|
—
|
Interest Rate Swap Agreements
|
883,787
|
—
|
883,787
|
—
|
Total
|
$ 350,513,411
|
$ 349,629,624
|
$ 883,787
|
$—
|
|
LIABILITIES
TABLE |
|
Total
Value at 11/30/2023 |
Level
1 Quoted Prices |
Level
2 Significant Observable Inputs |
Level
3 Significant Unobservable Inputs |
Interest Rate Swap Agreements
|
$ (209)
|
$ —
|
$ (209)
|
$ —
|
Written Options
|
(885,330)
|
(866,670)
|
(18,660)
|
—
|
Total
|
$ (885,539)
|
$ (866,670)
|
$ (18,869)
|
$—
|
*
|
See
Portfolio of Investments for industry breakout. |
Page
12
See
Notes to Financial Statements
First
Trust Energy Infrastructure Fund (FIF)
Statement
of Assets and Liabilities
November
30, 2023
ASSETS:
|
|
Investments, at value
|
$ 349,629,624
|
Cash segregated as collateral for open swap contracts
|
2,028,901
|
Swap contracts, at value
|
883,787
|
Receivables:
|
|
Investment securities sold
|
3,330,457
|
Dividends
|
702,042
|
Interest
|
38,712
|
Reclaims
|
9,284
|
Prepaid expenses
|
4,978
|
Total Assets
|
356,627,785
|
LIABILITIES:
|
|
Outstanding loans
|
70,300,000
|
Options written, at value
|
885,330
|
Swap contracts, at value
|
209
|
Payables:
|
|
Investment securities purchased
|
9,505,314
|
Investment advisory fees
|
277,810
|
Interest and fees on loans
|
277,616
|
Audit and tax fees
|
60,913
|
Legal fees
|
29,480
|
Shareholder reporting fees
|
28,451
|
Administrative fees
|
15,262
|
Custodian fees
|
11,770
|
Trustees’ fees and expenses
|
3,643
|
Transfer agent fees
|
3,202
|
Financial reporting fees
|
771
|
Other liabilities
|
1,382
|
Total Liabilities
|
81,401,153
|
NET ASSETS
|
$275,226,632
|
NET
ASSETS consist of: |
|
Paid-in capital
|
$ 230,091,330
|
Par value
|
156,660
|
Accumulated distributable earnings (loss)
|
44,978,642
|
NET ASSETS
|
$275,226,632
|
NET ASSET VALUE, per Common Share (par value $0.01 per Common Share)
|
$17.57
|
Number of Common Shares outstanding (unlimited number of Common Shares has been authorized)
|
15,666,039
|
Investments, at cost
|
$317,957,293
|
Premiums received on options written
|
$732,209
|
See
Notes to Financial Statements
Page
13
First
Trust Energy Infrastructure Fund (FIF)
Statement
of Operations
For
the Year Ended November 30, 2023
INVESTMENT
INCOME: |
|
Dividends
|
$ 7,412,101
|
Interest
|
791,457
|
Foreign withholding tax
|
(274,440)
|
Total investment income
|
7,929,118
|
EXPENSES:
|
|
Interest and fees on loans
|
4,236,921
|
Investment advisory fees
|
3,370,114
|
Administrative fees
|
156,284
|
Shareholder reporting fees
|
139,459
|
Legal fees
|
72,742
|
Audit and tax fees
|
61,459
|
Listing expense
|
23,750
|
Trustees’ fees and expenses
|
20,029
|
Custodian fees
|
19,356
|
Transfer agent fees
|
18,798
|
Financial reporting fees
|
9,250
|
Other
|
34,919
|
Total expenses
|
8,163,081
|
NET INVESTMENT INCOME (LOSS)
|
(233,963)
|
NET
REALIZED AND UNREALIZED GAIN (LOSS): |
|
Net
realized gain (loss) on: |
|
Investments
|
22,488,893
|
Written options contracts
|
4,194,167
|
Swap contracts
|
960,307
|
Foreign currency transactions
|
(30,911)
|
Net realized gain (loss)
|
27,612,456
|
Net
change in unrealized appreciation (depreciation) on: |
|
Investments
|
(16,174,517)
|
Written options contracts
|
258,611
|
Swap contracts
|
(518,507)
|
Foreign currency translation
|
(261)
|
Net change in unrealized appreciation (depreciation)
|
(16,434,674)
|
NET REALIZED AND UNREALIZED GAIN (LOSS)
|
11,177,782
|
NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS
|
$ 10,943,819
|
Page
14
See
Notes to Financial Statements
First
Trust Energy Infrastructure Fund (FIF)
Statements
of Changes in Net Assets
|
Year
Ended 11/30/2023 |
|
Year
Ended 11/30/2022 |
OPERATIONS:
|
|
|
|
Net investment income (loss)
|
$ (233,963)
|
|
$ 965,487
|
Net realized gain (loss)
|
27,612,456
|
|
42,103,089
|
Net change in unrealized appreciation (depreciation)
|
(16,434,674)
|
|
20,570,411
|
Net increase (decrease) in net assets resulting from operations
|
10,943,819
|
|
63,638,987
|
DISTRIBUTIONS
TO SHAREHOLDERS FROM: |
|
|
|
Investment operations
|
(16,591,754)
|
|
(8,831,837)
|
Return of capital
|
—
|
|
(3,385,574)
|
Total distributions to shareholders
|
(16,591,754)
|
|
(12,217,411)
|
CAPITAL
TRANSACTIONS: |
|
|
|
Repurchase of Common Shares *
|
(333,089)
|
|
(14,078,800)
|
Net increase (decrease) in net assets resulting from capital transactions
|
(333,089)
|
|
(14,078,800)
|
Total increase (decrease) in net assets
|
(5,981,024)
|
|
37,342,776
|
NET
ASSETS: |
|
|
|
Beginning of period
|
281,207,656
|
|
243,864,880
|
End of period
|
$ 275,226,632
|
|
$ 281,207,656
|
CAPITAL
TRANSACTIONS were as follows: |
|
|
|
Common Shares at beginning of period
|
15,688,201
|
|
16,664,338
|
Common Shares repurchased *
|
(22,162)
|
|
(976,137)
|
Common Shares at end of period
|
15,666,039
|
|
15,688,201
|
*
|
On
September 15, 2020, the Fund commenced a share repurchase program. For the fiscal year ended November 30, 2023 and the fiscal year ended
November 30, 2022, the Fund repurchased 22,162 and 976,137 Common Shares, respectively, at a weighted-average discount of 13.97% and 13.62%,
respectively, from net asset value per share. The Fund’s share repurchase program ended on March 15, 2023. |
See
Notes to Financial Statements
Page
15
First
Trust Energy Infrastructure Fund (FIF)
Statement
of Cash Flows
For
the Year Ended November 30, 2023
Cash
flows from operating activities: |
|
|
Net increase (decrease) in net assets resulting from operations
|
$10,943,819
|
|
Adjustments
to reconcile net increase (decrease) in net assets resulting from operations to net cash provided by operating activities: |
|
|
Purchases of investments
|
(368,076,820)
|
|
Sales, maturities and paydown of investments
|
353,965,957
|
|
Proceeds from written options
|
5,883,732
|
|
Amount paid to close written options
|
(336,919)
|
|
Return of capital received from investment in MLPs
|
9,887,497
|
|
Net realized gain/loss on investments and written options
|
(26,683,060)
|
|
Net change in unrealized appreciation/depreciation on investments and written options
|
15,915,906
|
|
Net change in unrealized appreciation/depreciation on swap contracts
|
518,507
|
|
Changes
in assets and liabilities: |
|
|
Increase in interest receivable
|
(38,712)
|
|
Increase in reclaims receivable
|
(2,671)
|
|
Increase in dividends receivable
|
(193,000)
|
|
Decrease in prepaid expenses
|
15
|
|
Increase in interest and fees payable on loans
|
120,650
|
|
Decrease in investment advisory fees payable
|
(2,770)
|
|
Increase in audit and tax fees payable
|
625
|
|
Increase in legal fees payable
|
27,314
|
|
Increase in shareholder reporting fees payable
|
2,682
|
|
Increase in administrative fees payable
|
2
|
|
Increase in custodian fees payable
|
6,995
|
|
Increase in transfer agent fees payable
|
1,670
|
|
Increase in trustees’ fees and expenses payable
|
560
|
|
Decrease in other liabilities payable
|
(1,203)
|
|
Cash provided by operating activities
|
|
$1,940,776
|
Cash
flows from financing activities: |
|
|
Repurchase of Common Shares
|
(333,089)
|
|
Distributions to Common Shareholders from investment operations
|
(16,591,754)
|
|
Cash used in financing activities
|
|
(16,924,843)
|
Decrease in cash and cash segregated as collateral for open swap contracts (a)
|
|
(14,984,067)
|
Cash and cash segregated as collateral for open swap contracts at beginning of period
|
|
17,012,968
|
Cash and cash segregated as collateral for open swap contracts at end of period
|
|
$2,028,901
|
Supplemental
disclosure of cash flow information: |
|
|
Cash paid during the period for interest and fees
|
|
$4,116,271
|
Cash
and cash segregated as collateral for open swap contracts reconciliation: |
|
|
Cash
|
$0
|
|
Cash segregated as collateral for open swap contracts
|
2,028,901
|
|
Cash and cash segregated as collateral for open swap contracts at end of period
|
|
$2,028,901
|
(a)
|
Includes
net change in unrealized appreciation (depreciation) on foreign currency of $(261). |
Page
16
See
Notes to Financial Statements
First
Trust Energy Infrastructure Fund (FIF)
Financial
Highlights
For
a Common Share outstanding throughout each period
|
Year
Ended November 30, |
2023
|
|
2022
|
|
2021
|
|
2020
|
|
2019
|
Net asset value, beginning of period
|
$ 17.92
|
|
$ 14.63
|
|
$ 12.47
|
|
$ 16.84
|
|
$ 16.79
|
Income
from investment operations: |
|
|
|
|
|
|
|
|
|
Net investment income (loss)
|
(0.01) (a)
|
|
0.06
|
|
0.16
|
|
0.03
|
|
0.01
|
Net realized and unrealized gain (loss)
|
0.72
|
|
3.84
|
|
2.68
|
|
(3.43)
|
|
1.36
|
Total from investment operations
|
0.71
|
|
3.90
|
|
2.84
|
|
(3.40)
|
|
1.37
|
Distributions
paid to shareholders from: |
|
|
|
|
|
|
|
|
|
Net investment income
|
—
|
|
(0.17)
|
|
(0.18)
|
|
(0.46)
|
|
(0.25)
|
Net realized gain
|
(1.06)
|
|
(0.37)
|
|
—
|
|
—
|
|
(0.05)
|
Return of capital
|
—
|
|
(0.21)
|
|
(0.57)
|
|
(0.53)
|
|
(1.02)
|
Total distributions paid to Common Shareholders
|
(1.06)
|
|
(0.75)
|
|
(0.75)
|
|
(0.99)
|
|
(1.32)
|
Common Share repurchases
|
0.00 (b)
|
|
0.14
|
|
0.07
|
|
0.02
|
|
—
|
Net asset value, end of period
|
$17.57
|
|
$17.92
|
|
$14.63
|
|
$12.47
|
|
$16.84
|
Market value, end of period
|
$16.47
|
|
$15.24
|
|
$13.23
|
|
$10.52
|
|
$15.45
|
Total return based on net asset value (c)
|
5.20%
|
|
29.10%
|
|
24.46%
|
|
(19.31)%
|
|
9.14%
|
Total return based on market value (c)
|
15.95%
|
|
21.34%
|
|
33.41%
|
|
(25.80)%
|
|
13.13%
|
Ratios
to average net assets/supplemental data: |
|
|
|
|
|
|
|
|
|
Net assets, end of period (in 000’s)
|
$ 275,227
|
|
$ 281,208
|
|
$ 243,865
|
|
$ 216,439
|
|
$ 295,623
|
Ratio of total expenses to average net assets
|
3.06%
|
|
2.03%
|
|
1.70%
|
|
2.04%
|
|
2.65%
|
Ratio of total expenses to average net assets excluding interest expense and fees on loans
|
1.47%
|
|
1.45%
|
|
1.45%
|
|
1.52%
|
|
1.55%
|
Ratio of net investment income (loss) to average net assets
|
(0.09)%
|
|
0.36%
|
|
0.99%
|
|
0.24%
|
|
0.05%
|
Portfolio turnover rate
|
66%
|
|
60%
|
|
73%
|
|
80%
|
|
55%
|
Indebtedness:
|
|
|
|
|
|
|
|
|
|
Total loans outstanding (in 000’s)
|
$ 70,300
|
|
$ 70,300
|
|
$ 62,800
|
|
$ 55,300
|
|
$ 107,500
|
Asset coverage per $1,000 of indebtedness (d)
|
$ 4,915
|
|
$ 5,000
|
|
$ 4,883
|
|
$ 4,914
|
|
$ 3,750
|
(a)
|
Based
on average shares outstanding. |
(b)
|
Amount
represents less than $0.01 per share. |
(c)
|
Total
return is based on the combination of reinvested dividend, capital gain and return of capital distributions, if any, at prices obtained
by the Dividend Reinvestment Plan, and changes in net asset value per share for net asset value returns and changes in Common Share Price
for market value returns. Total returns do not reflect sales load and are not annualized for periods of less than one year. Past performance
is not indicative of future results. |
(d)
|
Calculated
by subtracting the Fund’s total liabilities (not including the loans outstanding) from the Fund’s total assets, and dividing
by the outstanding loans balance in 000’s. |
See
Notes to Financial Statements
Page
17
Notes
to Financial Statements
First
Trust Energy Infrastructure Fund (FIF)
November
30, 2023
1. Organization
First
Trust Energy Infrastructure Fund (the “Fund”) is a non-diversified, closed-end management investment company organized as
a Massachusetts business trust on February 22, 2011, and is registered with the Securities and Exchange Commission under the Investment
Company Act of 1940, as amended (the “1940 Act”). The Fund trades under the ticker symbol “FIF” on the New York
Stock Exchange (“NYSE”).
The
Fund’s investment objective is to seek a high level of total return with an emphasis on current distributions paid to shareholders.
The Fund pursues its investment objective by investing primarily in securities of companies engaged in the energy infrastructure sector.
These companies principally include publicly-traded master limited partnerships and limited liability companies taxed as partnerships
(“MLPs”), MLP affiliates, YieldCos, pipeline companies, utilities and other infrastructure-related companies that derive at
least 50% of their revenues from operating, or providing services in support of, infrastructure assets such as pipelines, power transmission
and petroleum and natural gas storage in the petroleum, natural gas and power generation industries (collectively, “Energy Infrastructure
Companies”). For purposes of the Fund’s investment objective, total return includes capital appreciation of, and all distributions
received from, securities in which the Fund invests, taking into account the varying tax characteristics of such securities. Under normal
market conditions, the Fund invests at least 80% of its managed assets (total asset value of the Fund minus the sum of the Fund’s
liabilities other than the principal amount of borrowings) in securities of Energy Infrastructure Companies. There can be no assurance
that the Fund will achieve its investment objective. The Fund may not be appropriate for all investors.
2. Managed
Distribution Policy
The
Board of Trustees of the Fund has approved a managed distribution policy for the Fund (the “Plan”) in reliance on exemptive
relief received from the SEC that permits the Fund to make periodic distributions of long-term capital gains as frequently as monthly
each tax year. Under the Plan, the Fund currently intends to continue to pay a monthly distribution that reflects the distributable cash
flow of the Fund. A portion of this monthly distribution may include realized capital gains. This may result in a reduction of the long-term
capital gain distribution necessary at year end by distributing realized capital gains throughout the year. The annual distribution rate
is independent of the Fund’s performance during any particular period. Accordingly, you should not draw any conclusions about the
Fund’s investment performance from the amount of any distribution or from the terms of the Plan. The Board of Trustees may amend
or terminate the Plan at any time without prior notice to shareholders.
3. Significant
Accounting Policies
The
Fund is considered an investment company and follows accounting and reporting guidance under Financial Accounting Standards Board Accounting
Standards Codification Topic 946, “Financial Services-Investment Companies.” The following is a summary of significant accounting
policies consistently followed by the Fund in the preparation of the financial statements. The preparation of the financial statements
in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) requires management
to make estimates and assumptions that affect the reported amounts and disclosures in the financial statements. Actual results could differ
from those estimates.
A. Portfolio
Valuation
The
net asset value (“NAV”) of the Common Shares of the Fund is determined daily as of the close of regular trading on the NYSE,
normally 4:00 p.m. Eastern time, on each day the NYSE is open for trading. If the NYSE closes early on a valuation day, the NAV is determined
as of that time. Foreign securities are priced using data reflecting the earlier closing of the principal markets for those securities.
The Fund’s NAV per Common Share is calculated by dividing the value of all assets of the Fund (including accrued interest and dividends),
less all liabilities (including accrued expenses, the value of call options written (sold), dividends declared but unpaid, and any borrowings
of the Fund) by the total number of Common Shares outstanding.
The
Fund’s investments are valued daily at market value or, in the absence of market value with respect to any portfolio securities,
at fair value. Market value prices represent readily available market quotations such as last sale or official closing prices from a national
or foreign exchange (i.e., a regulated market) and are primarily obtained from third-party pricing services. Fair value prices represent
any prices not considered market value prices and are either obtained from a third-party pricing service or are determined by the Pricing
Committee of the Fund’s investment advisor, First Trust Advisors L.P. (“First Trust” or the “Advisor”),
in accordance with valuation procedures approved by the Fund’s Board of Trustees, and in accordance with provisions of the 1940
Act and rules thereunder. Investments valued by the Advisor’s Pricing Committee, if any, are footnoted as such in the footnotes
to the Portfolio of Investments. The Fund’s investments are valued as follows:
Common
stocks, MLPs, and other equity securities listed on any national or foreign exchange (excluding Nasdaq, Inc. (“Nasdaq”) and
the London Stock Exchange Alternative Investment Market (“AIM”)) are valued at the last sale price on the exchange on which
they are principally traded or, for Nasdaq and AIM securities, the official closing price. Securities traded on
Notes
to Financial Statements (Continued)
First
Trust Energy Infrastructure Fund (FIF)
November
30, 2023
more
than one securities exchange are valued at the last sale price or official closing price, as applicable, at the close of the securities
exchange representing the primary exchange for such securities.
Securities
trading on foreign exchanges or over-the-counter markets that close prior to the NYSE close may be valued using a systematic fair valuation
model provided by a third-party pricing service. If these foreign securities meet certain criteria in relation to the valuation model,
their valuation is systematically adjusted to reflect the impact of movement in the U.S. market after the close of the foreign markets.
Shares
of open-end funds are valued based on NAV per share.
Exchange-traded
options contracts are valued at the closing price in the market where such contracts are principally traded. If no closing price is available,
exchange-traded options contracts are valued at the mean of their most recent bid and ask price, if both are available. Over-the-counter
options contracts are valued as follows, depending on the market in which the instrument trades: (1) the mean of their most recent
bid and ask price, if available; or (2) a price based on the equivalent exchange-traded option.
Equity
securities traded in an over-the-counter market are valued at the close price or the last trade price.
Swaps
are fair valued utilizing quotations provided by a third-party pricing service or, if the third-party pricing service does not provide
a value, by quotes provided by the selling dealer or financial institution.
Certain
securities may not be able to be priced by pre-established pricing methods. Such securities may be valued by the Advisor’s Pricing
Committee at fair value. These securities generally include, but are not limited to, restricted securities (securities which may not be
publicly sold without registration under the Securities Act of 1933, as amended) for which a third-party pricing service is unable to
provide a market price; securities whose trading has been formally suspended; a security whose market or fair value price is not available
from a pre-established pricing source; a security with respect to which an event has occurred that is likely to materially affect the
value of the security after the market has closed but before the calculation of the Fund’s NAV or make it difficult or impossible
to obtain a reliable market quotation; and a security whose price, as provided by the third-party pricing service, does not reflect the
security’s fair value. As a general principle, the current fair value of a security would appear to be the amount which the owner
might reasonably expect to receive for the security upon its current sale. When fair value prices are used, generally they will differ
from market quotations or official closing prices on the applicable exchanges. A variety of factors may be considered in determining the
fair value of such securities, including, but not limited to, the following:
1)
|
the
last sale price on the exchange on which they are principally traded or, for Nasdaq and AIM securities, the official closing price; |
2)
|
the
type of security; |
3)
|
the
size of the holding; |
4)
|
the
initial cost of the security; |
5)
|
transactions
in comparable securities; |
6)
|
price
quotes from dealers and/or third-party pricing services; |
7)
|
relationships
among various securities; |
8)
|
information
obtained by contacting the issuer, analysts, or the appropriate stock exchange; |
9)
|
an
analysis of the issuer’s financial statements; |
10)
|
the
existence of merger proposals or tender offers that might affect the value of the security; and |
11)
|
other
relevant factors. |
If
the securities in question are foreign securities, the following additional information may be considered:
1)
|
the
last sale price on the exchange on which they are principally traded; |
2)
|
the
value of similar foreign securities traded on other foreign markets; |
3)
|
ADR
trading of similar securities; |
4)
|
closed-end
fund or exchange-traded fund trading of similar securities; |
5)
|
foreign
currency exchange activity; |
6)
|
the
trading prices of financial products that are tied to baskets of foreign securities; |
7)
|
factors
relating to the event that precipitated the pricing problem; |
8)
|
whether
the event is likely to recur; |
9)
|
whether
the effects of the event are isolated or whether they affect entire markets, countries or regions; and |
10)
|
other
relevant factors. |
Notes
to Financial Statements (Continued)
First
Trust Energy Infrastructure Fund (FIF)
November
30, 2023
The
Fund is subject to fair value accounting standards that define fair value, establish the framework for measuring fair value and provide
a three-level hierarchy for fair valuation based upon the inputs to the valuation as of the measurement date. The three levels of the
fair value hierarchy are as follows:
•
|
Level
1 – Level 1 inputs are quoted prices in active markets for identical investments. An active market is a market in which transactions
for the investment occur with sufficient frequency and volume to provide pricing information on an ongoing basis. |
•
|
Level
2 – Level 2 inputs are observable inputs, either directly or indirectly, and include the following: |
o
|
Quoted
prices for similar investments in active markets. |
o
|
Quoted
prices for identical or similar investments in markets that are non-active. A non-active market is a market where there are few transactions
for the investment, the prices are not current, or price quotations vary substantially either over time or among market makers, or in
which little information is released publicly. |
o
|
Inputs
other than quoted prices that are observable for the investment (for example, interest rates and yield curves observable at commonly quoted
intervals, volatilities, prepayment speeds, loss severities, credit risks, and default rates). |
o
|
Inputs
that are derived principally from or corroborated by observable market data by correlation or other means. |
•
|
Level
3 – Level 3 inputs are unobservable inputs. Unobservable inputs may reflect the reporting entity’s own assumptions about the
assumptions that market participants would use in pricing the investment. |
The
inputs or methodologies used for valuing investments are not necessarily an indication of the risk associated with investing in those
investments. A summary of the inputs used to value the Fund’s investments as of November 30, 2023, is included with the Fund’s
Portfolio of Investments.
B. Option
Contracts
The
Fund is subject to equity price risk in the normal course of pursuing its investment objective and may write (sell) options to hedge against
changes in the value of equities. Also, the Fund seeks to generate additional income, in the form of premiums received, from writing (selling)
the options. The Fund may write (sell) covered call or put options (“options”) on all or a portion of the MLPs and common
stocks held in the Fund’s portfolio as determined to be appropriate by Energy Income Partners, LLC (“EIP” or the “Sub-Advisor”).
The number of options the Fund can write (sell) is limited by the amount of MLPs and common stocks the Fund holds in its portfolio. The
Fund will not write (sell) “naked” or uncovered options. When the Fund writes (sells) an option, an amount equal to the premium
received by the Fund is included in “Options written, at value” on the Fund’s Statement of Assets and Liabilities. Options
are marked-to-market daily and their value will be affected by changes in the value and dividend rates of the underlying equity securities,
changes in interest rates, changes in the actual or perceived volatility of the securities markets and the underlying equity securities
and the remaining time to the options’ expiration. The value of options may also be adversely affected if the market for the options
becomes less liquid or trading volume diminishes.
The
options that the Fund writes (sells) will either be exercised, expire or be canceled pursuant to a closing transaction. If the price of
the underlying equity security exceeds the option’s exercise price, it is likely that the option holder will exercise the option.
If an option written (sold) by the Fund is exercised, the Fund would be obligated to deliver the underlying equity security to the option
holder upon payment of the strike price. In this case, the option premium received by the Fund will be added to the amount realized on
the sale of the underlying security for purposes of determining gain or loss and is included in “Net realized gain (loss) on investments”
on the Statement of Operations. If the price of the underlying equity security is less than the option’s strike price, the option
will likely expire without being exercised. The option premium received by the Fund will, in this case, be treated as short-term capital
gain on the expiration date of the option. The Fund may also elect to close out its position in an option prior to its expiration by purchasing
an option of the same series as the option written (sold) by the Fund. Gain or loss on options is presented separately as “Net realized
gain (loss) on written options contracts” on the Statement of Operations.
The
options that the Fund writes (sells) give the option holder the right, but not the obligation, to purchase a security from the Fund at
the strike price on or prior to the option’s expiration date. The ability to successfully implement the writing (selling) of covered
call options depends on the ability of the Sub-Advisor to predict pertinent market movements, which cannot be assured. Thus, the use of
options may require the Fund to sell portfolio securities at inopportune times or for prices other than current market value, which may
limit the amount of appreciation the Fund can realize on an investment, or may cause the Fund to hold a security that it might otherwise
sell. As the writer (seller) of a covered option, the Fund foregoes, during the option’s life, the opportunity to profit from increases
in the market value of the security covering the option above the sum of the premium and the strike price of the option, but has retained
the risk of loss should the price of the underlying security decline. The writer (seller) of an option has no control over the time when
it may be required to fulfill its obligation as a writer (seller) of the option. Once an option writer (seller) has received an
Notes
to Financial Statements (Continued)
First
Trust Energy Infrastructure Fund (FIF)
November
30, 2023
exercise
notice, it cannot effect a closing purchase transaction in order to terminate its obligation under the option and must deliver the underlying
security to the option holder at the exercise price.
Over-the-counter
options have the risk of the potential inability of counterparties to meet the terms of their contracts. The Fund’s maximum equity
price risk for purchased options is limited to the premium initially paid. In addition, certain risks may arise upon entering into option
contracts including the risk that an illiquid secondary market will limit the Fund’s ability to close out an option contract prior
to the expiration date and that a change in the value of the option contract may not correlate exactly with changes in the value of the
securities hedged.
C. Swap
Agreements
The
Fund may enter into total return equity swap and interest rate swap agreements. A swap is a financial instrument that typically involves
the exchange of cash flows between two parties (“Counterparties”) on specified dates (settlement dates) where the cash flows
are based on agreed upon prices, rates, etc. Payment received or made by the Fund for interest rate swaps are recorded on the Statement
of Operations as “Net realized gain (loss) on swap contracts.” When an interest rate swap is terminated, the Fund will record
a realized gain or loss equal to the difference between the proceeds from (or cost of) the closing transaction and the Fund’s basis
in the contract, if any. Generally, the basis of the contracts, if any, is the premium received or paid. Swap agreements are individually
negotiated and involve the risk of the potential inability of the Counterparties to meet the terms of the agreement. In connection with
these agreements, cash and securities may be identified as collateral in accordance with the terms of the respective swap agreements to
provide assets of value and recourse in the event of default under the swap agreement or bankruptcy/insolvency of a party to the swap
agreement. In the event of a default by a Counterparty, the Fund will seek withdrawal of the collateral and may incur certain costs exercising
its rights with respect to the collateral. If a Counterparty becomes bankrupt or otherwise fails to perform its obligations due to financial
difficulties, the Fund may experience significant delays in obtaining any recovery in a bankruptcy or other reorganization proceeding.
The Fund may obtain only limited recovery or may obtain no recovery in such circumstances.
Swap
agreements may increase or decrease the overall volatility of the investments of the Fund. The performance of swap agreements may be affected
by changes in the specific interest rate, security, currency, or other factors that determine the amounts of payments due to and from
the Fund. The Fund’s maximum interest rate risk to meet its future payments under swap agreements outstanding at November 30, 2023,
is equal to the total notional amount as shown on the Portfolio of Investments. The notional amount represents the U.S. dollar value of
the contract as of the day of the opening transaction or contract reset. When the Fund enters into a swap agreement, any premium paid
is included in “Swap contracts, at value” on the Statement of Assets and Liabilities.
The
Fund held interest rate swap agreements at November 30, 2023 to hedge against changes in borrowing rates under the Fund’s credit
agreement. An interest rate swap agreement involves the Fund’s agreement to exchange a stream of interest payments for another party’s
stream of cash flows. Interest rate swaps do not involve the delivery of securities or other underlying assets or principal. Accordingly,
the risk of loss with respect to interest rate swaps is limited to the net amount of interest payments that the Fund is contractually
obligated to make.
D. Restricted
Cash
Restricted
cash includes cash on deposit with other banks or brokers that is legally restricted as to the withdrawal and primarily serves as collateral
for open swap contracts. The Fund presents restricted cash activity within “Decrease in cash and cash segregated as collateral for
open swap contracts” and as part of “Cash and cash segregated as collateral for open swap contracts at beginning of period”
and “Cash and cash segregated as collateral for open swap contracts at end of period” in the Statement of Cash Flows, along
with a reconciliation of those balances in the Statement of Assets and Liabilities. At November 30, 2023, the Fund had $2,028,901 in restricted
cash associated with interest rate swap agreements as presented on the Statement of Assets and Liabilities as “Cash segregated as
collateral for open swap contracts.”
E. Securities
Transactions and Investment Income
Securities
transactions are recorded as of the trade date. Realized gains and losses from securities transactions are recorded on the identified
cost basis. Dividend income is recorded on the ex-dividend date. Interest income is recorded daily on the accrual basis. The Fund will
rely to some extent on information provided by MLPs, which is not necessarily timely, to estimate taxable income allocable to the MLP
units held in the Fund’s portfolio.
Distributions
received from the Fund’s investments in MLPs generally are comprised of return of capital and investment income. The Fund records
estimated return of capital and investment income based on historical information available from each MLP. These estimates may subsequently
be revised based on information received from the MLPs after their tax reporting periods are concluded. For the fiscal year ended November
30, 2023, distributions of $9,887,497 received from MLPs have been reclassified as return of capital. The cost basis of applicable MLPs
has been reduced accordingly.
Notes
to Financial Statements (Continued)
First
Trust Energy Infrastructure Fund (FIF)
November
30, 2023
The
United Kingdom’s Financial Conduct Authority (the “FCA”), which regulates the London Interbank Offered Rates (“LIBOR”),
ceased making LIBOR available as a reference rate over a phase-out period that began December 31, 2021. The overnight and 12-month USD
LIBOR settings permanently ceased as of June 30, 2023. The FCA announced that the 1-, 3- and 6-month USD LIBOR settings will continue
to be published using a synthetic methodology to serve as a fallback for non-U.S. contracts until September 2024. In response to the discontinuation
of LIBOR, investors have added fallback provisions to existing contracts for investments whose value is tied to LIBOR, with most fallback
provisions requiring the adoption of the Secured Overnight Financing Rate (“SOFR”) as a replacement rate. There is no assurance
that any alternative reference rate, including SOFR, will be similar to or produce the same value or economic equivalence as LIBOR or
that instruments using an alternative rate will have the same volume or liquidity. At this time, it is not possible to predict the full
impact of the elimination of LIBOR and the establishment of an alternative reference rate on the Fund or its investments.
F. Foreign
Currency
The
books and records of the Fund are maintained in U.S. dollars. Foreign currencies, investments and other assets and liabilities are translated
into U.S. dollars at the exchange rates prevailing at the end of the period. Purchases and sales of investments and items of income and
expense are translated on the respective dates of such transactions. Unrealized gains and losses on assets and liabilities, other than
investments in securities, which result from changes in foreign currency exchange rates have been included in “Net change in unrealized
appreciation (depreciation) on foreign currency translation” on the Statement of Operations. Unrealized gains and losses on investments
in securities which result from changes in foreign exchange rates are included with fluctuations arising from changes in market price
and are included in “Net change in unrealized appreciation (depreciation) on investments” on the Statement of Operations.
Net realized foreign currency gains and losses include the effect of changes in exchange rates between trade date and settlement date
on investment security transactions, foreign currency transactions and interest and dividends received and are included in “Net
realized gain (loss) on foreign currency transactions” on the Statement of Operations. The portion of foreign currency gains and
losses related to fluctuations in exchange rates between the initial purchase settlement date and subsequent sale trade date is included
in “Net realized gain (loss) on investments” on the Statement of Operations.
G. Offsetting
on the Statement of Assets and Liabilities
Offsetting
assets and liabilities requires entities to disclose both gross and net information about instruments and transactions eligible for offset
on the Statement of Assets and Liabilities and disclose instruments and transactions subject to master netting or similar agreements.
These disclosure requirements are intended to help investors and other financial statement users better assess the effect or potential
effect of offsetting arrangements on the Fund’s financial position. The transactions subject to offsetting disclosures are derivative
instruments, repurchase agreements and reverse repurchase agreements, and securities borrowing and securities lending transactions.
This
disclosure, if applicable, is included within each Fund’s Portfolio of Investments under the heading “Offsetting Assets and
Liabilities.” For financial reporting purposes, the Fund does not offset financial assets and financial liabilities that are subject
to master netting arrangements (“MNAs”) or similar agreements on the Statement of Assets and Liabilities. MNAs provide the
right, in the event of default (including bankruptcy and insolvency), for the non-defaulting counterparty to liquidate the collateral
and calculate the net exposure to the defaulting party or request additional collateral.
At
November 30, 2023, derivative assets and liabilities (by type) on a gross basis are as follows:
|
|
|
|
|
|
|
Gross
Amounts not Offset in the Statement of Assets and Liabilities |
|
|
|
Gross
Amounts of Recognized Assets |
|
Gross
Amounts Offset in the Statement of Assets and Liabilities |
|
Net
Amounts of Assets Presented in the Statement of Assets and Liabilities |
|
Financial
Instruments |
|
Collateral
Amounts Received |
|
Net
Amount |
Interest
Rate Swap Agreements |
$ 883,787
|
|
$ —
|
|
$ 883,787
|
|
$ —
|
|
$ —
|
|
$ 883,787
|
Notes
to Financial Statements (Continued)
First
Trust Energy Infrastructure Fund (FIF)
November
30, 2023
|
|
|
|
|
|
|
Gross
Amounts not Offset in the Statement of Assets and Liabilities |
|
|
|
Gross
Amounts of Recognized Liabilities |
|
Gross
Amounts Offset in the Statement of Assets and Liabilities |
|
Net
Amounts of Liabilities Presented in the Statement of Assets and Liabilities |
|
Financial
Instruments |
|
Collateral
Amounts Pledged |
|
Net
Amount |
Interest
Rate Swap Agreements |
$ (209)
|
|
$ —
|
|
$ (209)
|
|
$ —
|
|
$ 209
|
|
$ —
|
H. Dividends
and Distributions to Shareholders
The
Fund intends to pay holders of its Common Shares a recurring monthly distribution that reflects the distributable cash flow of the Fund.
Distributions will automatically be reinvested into additional Common Shares pursuant to the Fund’s Dividend Reinvestment Plan unless
cash distributions are elected by the shareholder.
Distributions
from net investment income and realized capital gains are determined in accordance with federal income tax regulations, which may differ
from U.S. GAAP. Certain capital accounts in the financial statements are periodically adjusted for permanent differences in order to reflect
their tax character. These permanent differences are primarily due to the varying treatment of income and gain/loss on portfolio securities
held by the Fund and have no impact on net assets or NAV per Common Share. Temporary differences, which arise from recognizing certain
items of income, expense and gain/loss in different periods for financial statement and tax purposes, will reverse at some point in the
future. Permanent differences incurred during the fiscal year ended November 30, 2023, primarily as a result of differing book and tax
treatments on the sale of MLP investments, have been reclassified at year end to reflect an increase in accumulated net investment income
(loss) of $5,266,169, a decrease in accumulated net realized gain (loss) on investments of $5,447,698 and an increase to paid-in capital
of $181,529. Accumulated distributable earnings (loss) consists of accumulated net investment income (loss), accumulated net realized
gain (loss) on investments, and unrealized appreciation (depreciation) on investments. Net assets were not affected by these reclassifications.
The
tax character of distributions paid during the fiscal years ended November 30, 2023 and 2022 is as follows:
Distributions
paid from: |
2023
|
2022
|
Ordinary income
|
$5,317,139
|
$8,831,837
|
Capital gains
|
11,274,615
|
—
|
Return of capital
|
—
|
3,385,574
|
As
of November 30, 2023, the components of distributable earnings and net assets on a tax basis were as follows:
Undistributed ordinary income
|
$—
|
Undistributed capital gains
|
—
|
Total undistributed earnings
|
—
|
Accumulated capital and other losses
|
7,490,263
|
Net unrealized appreciation (depreciation)
|
37,488,379
|
Total accumulated earnings (losses)
|
44,978,642
|
Other
|
—
|
Paid-in capital
|
230,247,990
|
Total net assets
|
$275,226,632
|
I. Income
Taxes
The
Fund intends to continue to qualify as a regulated investment company by complying with the requirements under Subchapter M of the Internal
Revenue Code of 1986, as amended, which includes distributing substantially all of its net investment income and net realized gains to
shareholders. Accordingly, no provision has been made for federal and state income taxes. However, due to the timing
Notes
to Financial Statements (Continued)
First
Trust Energy Infrastructure Fund (FIF)
November
30, 2023
and
amount of distributions, the Fund may be subject to an excise tax of 4% of the amount by which approximately 98% of the Fund’s taxable
income exceeds the distributions from such taxable income for the calendar year.
The
Fund intends to utilize provisions of the federal income tax laws, which allow it to carry a realized capital loss forward indefinitely
following the year of the loss and offset such loss against any future realized capital gains. The Fund is subject to certain limitations
under U.S. tax rules on the use of capital loss carryforwards and net unrealized built-in losses. These limitations apply when there has
been a 50% change in ownership. At November 30, 2023, for federal income tax purposes, the Fund had no non-expiring capital loss carryforwards.
Certain
losses realized during the current fiscal year may be deferred and treated as occurring on the first day of the following fiscal year
for federal income tax purposes. For the fiscal year ended November 30, 2023, the Fund elected not to defer qualified late year losses.
The
Fund is subject to accounting standards that establish a minimum threshold for recognizing, and a system for measuring, the benefits of
a tax position taken or expected to be taken in a tax return. Taxable years ended 2020, 2021, 2022, and 2023 remain open to federal and
state audit. As of November 30, 2023, management has evaluated the application of these standards to the Fund and has determined that
no provision for income tax is required in the Fund’s financial statements for uncertain tax positions.
As
of November 30, 2023, the aggregate cost, gross unrealized appreciation, gross unrealized depreciation, and net unrealized appreciation/(depreciation)
on investments (including short positions and derivatives, if any) for federal income tax purposes were as follows:
Tax
Cost |
|
Gross
Unrealized Appreciation |
|
Gross
Unrealized (Depreciation) |
|
Net
Unrealized Appreciation (Depreciation) |
$312,138,157
|
|
$52,301,429
|
|
$(14,811,714)
|
|
$37,489,715
|
J. Expenses
The
Fund will pay all expenses directly related to its operations.
4. Investment
Advisory Fee, Affiliated Transactions and Other Fee Arrangements
First
Trust, the investment advisor to the Fund, is a limited partnership with one limited partner, Grace Partners of DuPage L.P., and one general
partner, The Charger Corporation. The Charger Corporation is an Illinois corporation controlled by James A. Bowen, Chief Executive Officer
of First Trust. First Trust is responsible for the ongoing monitoring of the Fund’s investment portfolio, managing the Fund’s
business affairs and providing certain administrative services necessary for the management of the Fund. For these investment management
services, First Trust is entitled to a monthly fee calculated at an annual rate of 1.00% of the Fund’s Managed Assets (the average
daily total asset value of the Fund minus the sum of the Fund’s liabilities other than the principal amount of borrowings). First
Trust also provides fund reporting services to the Fund for a flat annual fee in the amount of $9,250.
EIP
serves as the Fund’s sub-advisor and manages the Fund’s portfolio subject to First Trust’s supervision. The Sub-Advisor
receives a monthly sub-advisory fee calculated at an annual rate of 0.50% of the Fund’s Managed Assets that is paid by First Trust
from its investment advisory fee.
First
Trust Capital Partners, LLC (“FTCP”), an affiliate of First Trust, owns, through a wholly-owned subsidiary, a 15% ownership
interest in each of EIP and EIP Partners, LLC, an affiliate of EIP.
Computershare,
Inc. (“Computershare”) serves as the Fund’s transfer agent in accordance with certain fee arrangements. As transfer
agent, Computershare is responsible for maintaining shareholder records for the Fund.
The
Bank of New York Mellon (“BNYM”) serves as the Fund’s administrator, fund accountant, and custodian in accordance with
certain fee arrangements. As administrator and fund accountant, BNYM is responsible for providing certain administrative and accounting
services to the Fund, including maintaining the Fund’s books of account, records of the Fund’s securities transactions, and
certain other books and records. As custodian, BNYM is responsible for custody of the Fund’s assets. BNYM is a subsidiary of The
Bank of New York Mellon Corporation, a financial holding company.
Each
Trustee who is not an officer or employee of First Trust, any sub-advisor or any of their affiliates (“Independent Trustees”)
is paid a fixed annual retainer that is allocated equally among each fund in the First Trust Fund Complex. Each Independent Trustee is
Notes
to Financial Statements (Continued)
First
Trust Energy Infrastructure Fund (FIF)
November
30, 2023
also
paid an annual per fund fee that varies based on whether the fund is a closed-end or other actively managed fund, a target outcome fund
or an index fund.
Additionally,
the Lead Independent Trustee and the Chairs of the Audit Committee, Nominating and Governance Committee and Valuation Committee are paid
annual fees to serve in such capacities, with such compensation allocated pro rata among each fund in the First Trust Fund Complex based
on net assets. Independent Trustees are reimbursed for travel and out-of-pocket expenses in connection with all meetings. The Lead Independent
Trustee and Committee Chairs rotate every three years. The officers and “Interested” Trustee receive no compensation from
the Fund for acting in such capacities.
5. Purchases
and Sales of Securities
The
cost of purchases and proceeds from sales of securities, excluding short-term investments, for the fiscal year ended November 30, 2023,
were $226,137,789 and $207,556,897, respectively.
6. Derivative
Transactions
The
following table presents the types of derivatives held by the Fund at November 30, 2023, the primary underlying risk exposure and the
location of these instruments as presented on the Statement of Assets and Liabilities.
|
|
|
|
Asset
Derivatives |
|
Liability
Derivatives |
Derivative
Instrument |
|
Risk
Exposure |
|
Statement
of Assets and Liabilities Location |
|
Value
|
|
Statement
of Assets and Liabilities Location |
|
Value
|
Written
Options |
|
Equity
Risk |
|
—
|
|
$ —
|
|
Options
written, at value |
|
$ 885,330
|
Interest
Rate Swap Agreements |
|
Interest
Rate Risk |
|
Swap
contracts, at value |
|
883,787
|
|
Swap
contracts, at value |
|
209
|
The
following table presents the amount of net realized gain (loss) and change in net unrealized appreciation (depreciation) recognized for
the fiscal year ended November 30, 2023, on derivative instruments, as well as the primary underlying risk exposure associated with each
instrument.
Statement
of Operations Location |
|
Equity
Risk Exposure |
|
Net
realized gain (loss) on written options contracts |
$4,194,167
|
Net
change in unrealized appreciation (depreciation) on written options contracts |
258,611
|
Interest
Rate Risk Exposure |
|
Net
realized gain (loss) on swap contracts |
$960,307
|
Net
change in unrealized appreciation (depreciation) on swap contracts |
(518,507)
|
During
the fiscal year ended November 30, 2023, the premiums for written options opened were $5,883,732, and the premiums for written options
closed, exercised and expired were $5,476,595.
The
average notional value of interest rate swaps was $36,778,796 for the fiscal year ended November 30, 2023.
The
Fund does not have the right to offset financial assets and liabilities related to option contracts on the Statement of Assets and Liabilities.
7. Borrowings
The
Fund has a credit agreement with The Bank of Nova Scotia (“Scotia”). The credit agreement provides a secured line of credit
for the Fund where Fund assets are pledged against advances made to the Fund. The maximum commitment amount is $88,000,000. Prior to February
8, 2023, the maximum commitment amount was $77,000,000. At the option of the Fund, the borrowing rate is either (i) the applicable Term
SOFR rate plus 95 basis points plus (a) 10 basis points for a loan with a one month interest period, (b) 25 basis points for a loan with
a three month interest period, and (c) 40 basis points for a loan with a six month interest period, (ii) Daily Simple SOFR Rate plus 95
basis points plus 11.448 basis points, or (iii) the greatest of (a) the Prime Rate in effect, (b) 2.00% plus the Federal Funds Effective
Rate, or (c) 2.00% plus the Daily Simple SOFR. Under the credit agreement, the Fund pays a commitment fee, charged on any undrawn amount
of the maximum commitment amount, of 0.25% when the loan balance is less than 75% of the maximum commitment or 0.15% in all other events.
As of November 30, 2023, the Fund had two Term SOFR loans under the revolving credit facility totaling $70,300,000, which approximates
fair value. The borrowings are categorized as Level 2 within the fair value hierarchy. For the fiscal year ended November 30, 2023, the
average amount outstanding was $70,300,000, with a weighted
Notes
to Financial Statements (Continued)
First
Trust Energy Infrastructure Fund (FIF)
November
30, 2023
average
interest rate of 5.90%. The high and low annual interest rates for the fiscal year ended November 30, 2023, were 6.39% and 4.75%, respectively.
The interest rate at November 30, 2023 was 6.37%. The interest and fees are included in “Interest and fees on loans” on the
Statement of Operations.
8. Indemnification
The
Fund has a variety of indemnification obligations under contracts with its service providers. The Fund’s maximum exposure under
these arrangements is unknown. However, the Fund has not had prior claims or losses pursuant to these contracts and expects the risk of
loss to be remote.
9. Industry
Concentration Risk
Under
normal market conditions, the Fund invests at least 80% of its Managed Assets in securities of Energy Infrastructure Companies. Given
this industry concentration, the Fund is more susceptible to adverse economic or regulatory occurrences affecting that industry than an
investment company that is not concentrated in a single industry. Energy Infrastructure Company issuers may be subject to a variety of
factors that may adversely affect their business or operations, including high interest costs in connection with capital construction
programs, high leverage costs associated with environmental and other regulations, the effects of economic slowdown, surplus capacity,
increased competition from other providers of services, uncertainties concerning the availability of fuel at reasonable prices, the effects
of energy conservation policies and other factors.
10. Subsequent
Events
Management
has evaluated the impact of all subsequent events on the Fund through the date the financial statements were issued and has determined
that there were no subsequent events requiring recognition or disclosure in the financial statements that have not already been disclosed.
Report
of Independent Registered Public Accounting Firm
To
the Shareholders and the Board of Trustees of First Trust Energy Infrastructure Fund:
Opinion
on the Financial Statements and Financial Highlights
We
have audited the accompanying statement of assets and liabilities of First Trust Energy Infrastructure Fund (the “Fund”),
including the portfolio of investments, as of November 30, 2023, the related statements of operations and cash flows for the year then
ended, the statements of changes in net assets for each of the two years in the period then ended, the financial highlights for each of
the five years in the period then ended, and the related notes. In our opinion, the financial statements and financial highlights present
fairly, in all material respects, the financial position of the Fund as of November 30, 2023, and the results of its operations and its
cash flows for the year then ended, the changes in its net assets for each of the two years in the period then ended, and the financial
highlights for each of the five years in the period then ended in conformity with accounting principles generally accepted in the United
States of America.
Basis
for Opinion
These
financial statements and financial highlights are the responsibility of the Fund’s management. Our responsibility is to express
an opinion on the Fund’s financial statements and financial highlights based on our audits. We are a public accounting firm registered
with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Fund
in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission
and the PCAOB.
We
conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements and financial highlights are free of material misstatement, whether due to
error or fraud. The Fund is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting.
As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose
of expressing an opinion on the effectiveness of the Fund’s internal control over financial reporting. Accordingly, we express no
such opinion.
Our
audits included performing procedures to assess the risks of material misstatement of the financial statements and financial highlights,
whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis,
evidence regarding the amounts and disclosures in the financial statements and financial highlights. Our audits also included evaluating
the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial
statements and financial highlights. Our procedures included confirmation of securities owned as of November 30, 2023, by correspondence
with the custodian and brokers; when replies were not received from brokers, we performed other auditing procedures. We believe that our
audits provide a reasonable basis for our opinion.
/s/
Deloitte & Touche, LLP
Chicago,
Illinois
January
24, 2024
We
have served as the auditor of one or more First Trust investment companies since 2001.
Additional
Information
First
Trust Energy Infrastructure Fund (FIF)
November
30, 2023 (Unaudited)
Dividend
Reinvestment Plan
If
your Common Shares are registered directly with the Fund or if you hold your Common Shares with a brokerage firm that participates in
the Fund’s Dividend Reinvestment Plan (the “Plan”), unless you elect, by written notice to the Fund, to receive cash
distributions, all dividends, including any capital gain distributions, on your Common Shares will be automatically reinvested by Computershare
Trust Company N.A. (the “Plan Agent”), in additional Common Shares under the Plan. If you elect to receive cash distributions,
you will receive all distributions in cash paid by check mailed directly to you by the Plan Agent, as the dividend paying agent.
If
you decide to participate in the Plan, the number of Common Shares you will receive will be determined as follows:
(1)
|
If
Common Shares are trading at or above net asset value (“NAV”) at the time of valuation, the Fund will issue new shares at
a price equal to the greater of (i) NAV per Common Share on that date or (ii) 95% of the market price on that date. |
(2)
|
If
Common Shares are trading below NAV at the time of valuation, the Plan Agent will receive the dividend or distribution in cash and will
purchase Common Shares in the open market, on the NYSE or elsewhere, for the participants’ accounts. It is possible that the market
price for the Common Shares may increase before the Plan Agent has completed its purchases. Therefore, the average purchase price per
share paid by the Plan Agent may exceed the market price at the time of valuation, resulting in the purchase of fewer shares than if the
dividend or distribution had been paid in Common Shares issued by the Fund. The Plan Agent will use all dividends and distributions received
in cash to purchase Common Shares in the open market within 30 days of the valuation date except where temporary curtailment or suspension
of purchases is necessary to comply with federal securities laws. Interest will not be paid on any uninvested cash payments. |
You
may elect to opt-out of or withdraw from the Plan at any time by giving written notice to the Plan Agent, or by telephone at (866) 340-1104,
in accordance with such reasonable requirements as the Plan Agent and the Fund may agree upon. If you withdraw or the Plan is terminated,
you will receive a certificate for each whole share in your account under the Plan, and you will receive a cash payment for any fraction
of a share in your account. If you wish, the Plan Agent will sell your shares and send you the proceeds, minus brokerage commissions.
The
Plan Agent maintains all Common Shareholders’ accounts in the Plan and gives written confirmation of all transactions in the accounts,
including information you may need for tax records. Common Shares in your account will be held by the Plan Agent in non-certificated form.
The Plan Agent will forward to each participant any proxy solicitation material and will vote any shares so held only in accordance with
proxies returned to the Fund. Any proxy you receive will include all Common Shares you have received under the Plan.
There
is no brokerage charge for reinvestment of your dividends or distributions in Common Shares. However, all participants will pay a pro
rata share of brokerage commissions incurred by the Plan Agent when it makes open market purchases.
Automatically
reinvesting dividends and distributions does not mean that you do not have to pay income taxes due upon receiving dividends and distributions.
Capital gains and income are realized although cash is not received by you. Consult your financial advisor for more information.
If
you hold your Common Shares with a brokerage firm that does not participate in the Plan, you will not be able to participate in the Plan
and any dividend reinvestment may be effected on different terms than those described above.
The
Fund reserves the right to amend or terminate the Plan if in the judgment of the Board of Trustees the change is warranted. There is no
direct service charge to participants in the Plan; however, the Fund reserves the right to amend the Plan to include a service charge
payable by the participants. Additional information about the Plan may be obtained by writing Computershare, Inc., P.O. Box 43006, Providence,
RI 02940-3006.
Proxy
Voting Policies and Procedures
A
description of the policies and procedures that the Fund uses to determine how to vote proxies and information on how the Fund voted proxies
relating to portfolio investments during the most recent 12-month period ended June 30 is available (1) without charge, upon request,
by calling (800) 988-5891; (2) on the Fund’s website at www.ftportfolios.com;
and (3) on the Securities and Exchange Commission’s (“SEC”) website at www.sec.gov.
Portfolio
Holdings
The
Fund files portfolio holdings information for each month in a fiscal quarter within 60 days after the end of the relevant fiscal quarter
on Form N-PORT. Portfolio holdings information for the third month of each fiscal quarter will be publicly available on the
Additional
Information (Continued)
First
Trust Energy Infrastructure Fund (FIF)
November
30, 2023 (Unaudited)
SEC’s
website at www.sec.gov. The Fund’s complete schedule of portfolio
holdings for the second and fourth quarters of each fiscal year is included in the semi-annual and annual reports to shareholders, respectively,
and is filed with the SEC on Form N-CSR. The semi-annual and annual report for the Fund is available to investors within 60 days after
the period to which it relates. The Fund’s Forms N-PORT and Forms N-CSR are available on the SEC’s website listed above.
Tax Information
For
the year ended November 30, 2023 the amount of long-term capital gain distributions designated by the Fund was $11,274,615 which
is taxable at the applicable capital gain tax rates for federal income tax purposes.
Of
the ordinary income (including short-term capital gain) distributions made by the Fund during the fiscal year ended November 30, 2023,
70.10% qualified for the corporate dividends received deduction available to corporate shareholders.
The
Fund hereby designates as qualified dividend income 93.41% of the ordinary income distributions for the fiscal year ended November 30,
2023.
NYSE
Certification Information
In
accordance with Section 303A-12 of the New York Stock Exchange (“NYSE”) Listed Company Manual, the Fund’s President
has certified to the NYSE that, as of April 18, 2023, he was not aware of any violation by the Fund of NYSE corporate governance listing
standards. In addition, the Fund’s reports to the SEC on Form N-CSR contain certifications by the Fund’s principal executive
officer and principal financial officer that relate to the Fund’s public disclosure in such reports and are required by Rule 30a-2
under the 1940 Act.
Submission
of Matters to a Vote of Shareholders
The
Fund held its Annual Meeting of Shareholders (the “Annual Meeting”) on April 17, 2023. At the Annual Meeting, Denise M. Keefe
and Robert F. Keith were elected by the Common Shareholders of the First Trust Energy Infrastructure Fund as Class I Trustees for a three-year
term expiring at the Fund’s annual meeting of shareholders in 2026. The number of votes cast in favor of Ms. Keefe was 10,649,698
and the number of votes withheld was 1,080,130. The number of votes cast in favor of Mr. Keith was 10,383,526 and the number of votes
withheld was 1,346,302. Richard E. Erickson, Thomas R. Kaldec, James A. Bowen, Niel B. Nielson, and Bronwyn Wright are the other
current and continuing Trustees.
Amended
and Restated By-Laws
On
June 22, 2023, the Board of Trustees of the Fund amended and restated the existing Amended and Restated By-Laws (and as so amended and
restated, the “By-Laws”), effective immediately. The By-Laws were revised to rescind Article XII and its accompanying control
share provisions, along with other conforming amendments.
The
foregoing description is qualified in its entirety by reference to the full text of the By-Laws, a copy of which can be found in the Current
Report on Form 8-K filed by the Fund with the Securities and Exchange Commission on June 23, 2023, which is available at www.sec.gov,
and may also be obtained by writing to the Secretary of the Fund at the Fund’s principal executive office.
Board
of Trustees
Effective
September 10, 2023, the exchange-traded funds, closed-end funds, mutual funds and variable insurance funds (collectively, the “Funds”)
advised by First Trust Advisors L.P. (“FTA”) announced the appointment of Ms. Bronwyn Wright as a Trustee of all Funds except
the exchange-traded funds included in the First Trust Exchange-Traded Fund and the First Trust Dynamic Europe Equity Income Fund, a closed-end
fund. Ms. Wright has acted as an independent director to a number of Irish collective investment funds since 2009. Ms. Wright is a former
Managing Director of Citibank Europe plc and Head of Securities and Fund Services for Citi Ireland. In these positions, she was responsible
for the management and strategic direction of Citi Ireland’s securities and fund services business which included funds, custody,
security finance/lending and global agency and trust. She also had responsibility for leading, managing and growing the Trustee, Custodian
and Depositary business in Ireland, the United Kingdom, Luxembourg, Jersey and Cayman.
Additional
Information (Continued)
First
Trust Energy Infrastructure Fund (FIF)
November
30, 2023 (Unaudited)
Advisory
and Sub-Advisory Agreements
Board
Considerations Regarding Approval of the Continuation of the Investment Management and Investment Sub-Advisory Agreements
The
Board of Trustees of First Trust Energy Infrastructure Fund (the “Fund”), including the Independent Trustees, unanimously
approved the continuation of the Investment Management Agreement (the “Advisory Agreement”) between the Fund and First Trust
Advisors L.P. (the “Advisor”) and the Investment Sub Advisory Agreement (the “Sub Advisory Agreement” and together
with the Advisory Agreement, the “Agreements”) among the Fund, the Advisor and Energy Income Partners, LLC (the “Sub-Advisor”).
The Board approved the continuation of the Agreements for a one-year period ending June 30, 2024 at a meeting held on June 4–5,
2023. The Board determined that the continuation of the Agreements is in the best interests of the Fund in light of the nature,
extent and quality of the services provided and such other matters as the Board considered to be relevant in the exercise of its business
judgment.
To
reach this determination, the Board considered its duties under the Investment Company Act of 1940, as amended (the “1940 Act”),
as well as under the general principles of state law, in reviewing and approving advisory contracts; the requirements of the 1940 Act
in such matters; the fiduciary duty of investment advisors with respect to advisory agreements and compensation; the standards used by
courts in determining whether investment company boards have fulfilled their duties; and the factors to be considered by the Board in
voting on such agreements. At meetings held on April 17, 2023 and June 4–5, 2023, the Board, including the Independent
Trustees, reviewed materials provided by the Advisor and the Sub-Advisor responding to requests for information from counsel to the Independent
Trustees, submitted on behalf of the Independent Trustees, that, among other things, outlined: the services provided by the Advisor and
the Sub-Advisor to the Fund (including the relevant personnel responsible for these services and their experience); the advisory fee rate
payable by the Fund and the sub-advisory fee rate as compared to fees charged to a peer group of funds (the “Expense Group”)
and a broad peer universe of funds (the “Expense Universe”), each assembled by Broadridge Financial Solutions, Inc. (“Broadridge”),
an independent source, and as compared to fees charged to other clients of the Advisor and the Sub-Advisor; the expense ratio of the Fund
as compared to expense ratios of the funds in the Fund’s Expense Group and Expense Universe; performance information for the Fund,
including comparisons of the Fund’s performance to that of one or more relevant benchmark indexes and to that of a performance group
of funds and a broad performance universe of funds (the “Performance Universe”), each assembled by Broadridge; the nature
of expenses incurred in providing services to the Fund and the potential for the Advisor and the Sub-Advisor to realize economies of scale,
if any; profitability and other financial data for the Advisor; financial data for the Sub-Advisor; any indirect benefits to the Advisor
and its affiliate, First Trust Capital Partners, LLC (“FTCP”), and the Sub-Advisor; and information on the Advisor’s
and the Sub-Advisor’s compliance programs. The Board reviewed initial materials with the Advisor at the meeting held on April 17,
2023, prior to which the Independent Trustees and their counsel met separately to discuss the information provided by the Advisor and
the Sub-Advisor. Following the April meeting, counsel to the Independent Trustees, on behalf of the Independent Trustees, requested
certain clarifications and supplements to the materials provided, and the information provided in response to those requests was considered
at an executive session of the Independent Trustees and their counsel held prior to the June 4–5, 2023 meeting, as well as
at the June meeting. The Board applied its business judgment to determine whether the arrangements between the Fund and the Advisor
and among the Fund, the Advisor and the Sub-Advisor continue to be reasonable business arrangements from the Fund’s perspective.
The Board determined that, given the totality of the information provided with respect to the Agreements, the Board had received sufficient
information to renew the Agreements. The Board considered that shareholders chose to invest or remain invested in the Fund knowing
that the Advisor and the Sub-Advisor manage the Fund.
In
reviewing the Agreements, the Board considered the nature, extent and quality of the services provided by the Advisor and the Sub-Advisor
under the Agreements. With respect to the Advisory Agreement, the Board considered that the Advisor is responsible for the overall
management and administration of the Fund and reviewed all of the services provided by the Advisor to the Fund, including the oversight
of the Sub-Advisor, as well as the background and experience of the persons responsible for such services. The Board noted that
the Advisor oversees the Sub-Advisor’s day-to-day management of the Fund’s investments, including portfolio risk monitoring
and performance review. In reviewing the services provided, the Board noted the compliance program that had been developed by the
Advisor and considered that it includes a robust program for monitoring the Advisor’s, the Sub-Advisor’s and the Fund’s
compliance with the 1940 Act, as well as the Fund’s compliance with its investment objective, policies and restrictions. The
Board also considered a report from the Advisor with respect to its risk management functions related to the operation of the Fund.
Finally, as part of the Board’s consideration of the Advisor’s services, the Advisor, in its written materials and at the
April 17, 2023 meeting, described to the Board the scope of its ongoing investment in additional personnel and infrastructure to
maintain and improve the quality of services provided to the Fund and the other funds in the First Trust Fund Complex. With respect
to the Sub-Advisory Agreement, the Board reviewed the materials provided by the Sub-Advisor and considered the services that the Sub-Advisor
provides to the Fund, including the Sub-Advisor’s day-to-day management of the Fund’s investments. In considering the
Sub-Advisor’s management of the Fund, the Board noted the background and experience of the Sub-Advisor’s portfolio management
team, including the Board’s prior meetings with members of the portfolio management team. In light of the information presented
and the considerations made, the Board concluded that the nature, extent and quality of the services provided to the Fund by the Advisor
and
Additional
Information (Continued)
First
Trust Energy Infrastructure Fund (FIF)
November
30, 2023 (Unaudited)
the
Sub-Advisor under the Agreements have been and are expected to remain satisfactory and that the Sub-Advisor, under the oversight of the
Advisor, has managed the Fund consistent with its investment objective, policies and restrictions.
The
Board considered the advisory and sub-advisory fee rates payable under the Agreements for the services provided. The Board noted
that the sub-advisory fee is paid by the Advisor from its advisory fee. The Board received and reviewed information showing the
fee rates and expense ratios of the peer funds in the Expense Group, as well as advisory and unitary fee rates charged by the Advisor
and the Sub-Advisor to other fund and non-fund clients, as applicable. With respect to the Expense Group, the Board, at the April 17,
2023 meeting, discussed with Broadridge its methodology for assembling peer groups and discussed with the Advisor limitations in creating
a relevant peer group for the Fund, including that (i) not all peer funds employ an advisor/sub-advisor management structure; and
(ii) the Fund is unique in its composition, which makes assembling peers with similar strategies and asset mix difficult. The
Board took these limitations into account in considering the peer data. Based on the information provided, the Board noted that
the contractual advisory fee rate payable by the Fund, based on average managed assets, was equal to the median contractual advisory fee
of the peer funds in the Expense Group. With respect to fees charged to other clients, the Board considered differences between
the Fund and other clients that limited their comparability. In considering the advisory fee rate overall, the Board also considered
the Advisor’s statement that it seeks to meet investor needs through innovative and value-added investment solutions and the Advisor’s
demonstrated long-term commitment to the Fund and the other funds in the First Trust Fund Complex.
The
Board considered performance information for the Fund. The Board noted the process it has established for monitoring the Fund’s
performance and portfolio risk on an ongoing basis, which includes quarterly performance reporting from the Advisor and Sub-Advisor for
the Fund. The Board determined that this process continues to be effective for reviewing the Fund’s performance. The
Board received and reviewed information comparing the Fund’s performance for periods ended December 31, 2022 to the performance
of the funds in the Performance Universe and to that of a blended benchmark index. In reviewing the Fund’s performance as
compared to the performance of the Performance Universe, the Board took into account the limitations described above with respect to creating
a relevant peer group for the Fund. Based on the information provided on net asset value performance, the Board noted that the Fund
underperformed the Performance Universe median for the one-year period ended December 31, 2022 and outperformed the Performance Universe
median for the three-, five- and ten-year periods ended December 31, 2022. The Board also noted that the Fund underperformed
the blended benchmark index for the one-, three- and five-year periods ended December 31, 2022 and outperformed the blended benchmark
index for the ten-year period ended December 31, 2022. In addition, the Board considered information provided by the Advisor
on the impact of leverage on the Fund’s returns. The Board also received information on the Fund’s annual distribution
rate as of December 31, 2022 and the Fund’s average trading discount for various periods and comparable information for a peer
group.
On
the basis of all the information provided on the fees, expenses and performance of the Fund and the ongoing oversight by the Board, the
Board concluded that the advisory and sub-advisory fees continue to be reasonable and appropriate in light of the nature, extent and quality
of the services provided by the Advisor and the Sub-Advisor to the Fund under the Agreements.
The
Board considered information and discussed with the Advisor whether there were any economies of scale in connection with providing advisory
services to the Fund at current asset levels and whether the Fund may benefit from any economies of scale. The Board noted the Advisor’s
statement that it believes that its expenses relating to providing advisory services to the Fund will increase during the next twelve
months as the Advisor continues to build infrastructure and add new staff. The Board concluded that due to the Fund’s closed-end
structure, the potential for realization of economies of scale as Fund assets grow was not a material factor to be considered. The
Board considered the revenues and allocated costs (including the allocation methodology) of the Advisor in serving as investment advisor
to the Fund for the twelve months ended December 31, 2022 and the estimated profitability level for the Fund calculated by the Advisor
based on such data, as well as complex-wide and product-line profitability data, for the same period. The Board noted the inherent
limitations in the profitability analysis and concluded that, based on the information provided, the Advisor’s profitability level
for the Fund was not unreasonable. In addition, the Board considered indirect benefits described by the Advisor that may be realized
from its relationship with the Fund. The Board considered the ownership interest of FTCP in the Sub-Advisor and potential indirect
benefits to the Advisor from such ownership interest. The Board noted that in addition to the advisory fees paid by the Fund, the
Advisor is compensated for fund reporting services pursuant to a separate Fund Reporting Services Agreement. The Board concluded
that the character and amount of potential indirect benefits to the Advisor were not unreasonable.
The
Board considered that the Sub-Advisor anticipates that its expenses will continue to rise due to additions to personnel and system upgrades.
The Board noted that the Advisor pays the Sub-Advisor from its advisory fee and its understanding that the Fund’s sub-advisory
fee rate was the product of an arm’s length negotiation. The Board did not review the profitability of the Sub-Advisor with
respect to the Fund. The Board concluded that the profitability analysis for the Advisor was more relevant. The Board considered
indirect benefits that may be realized by the Sub-Advisor from its relationship with the Fund, including soft-dollar arrangements, and
considered a summary of such arrangements. The Board also considered the potential indirect benefits to the
Additional
Information (Continued)
First
Trust Energy Infrastructure Fund (FIF)
November
30, 2023 (Unaudited)
Sub-Advisor
from the ownership interest of FTCP in the Sub-Advisor. The Board concluded that the character and amount of potential indirect
benefits to the Sub-Advisor were not unreasonable.
Based
on all of the information considered and the conclusions reached, the Board, including the Independent Trustees, unanimously determined
that the terms of the Agreements continue to be fair and reasonable and that the continuation of the Agreements is in the best interests
of the Fund. No single factor was determinative in the Board’s analysis.
Investment
Objective, Policies, Risks and Effects of Leverage
First
Trust Energy Infrastructure Fund (FIF)
November
30, 2023 (Unaudited)
Changes
Occurring During the Prior Fiscal Year
The
following information is a summary of certain changes during the most recent fiscal year ended November 30, 2023. This information may
not reflect all of the changes that have occurred since you purchased shares of the Fund.
During
the Fund’s most recent fiscal year, there were no material changes to the Fund’s investment objective or policies that have
not been approved by shareholders or in the principal risk factors associated with an investment in the Fund.
Investment
Objective
The
investment objective of the Fund is to seek a high level of total return with an emphasis on current distributions paid to shareholders.
For purposes of the Fund’s investment objective, total return includes capital appreciation of, and all distributions received from,
securities in which the Fund invests, taking into account the varying tax characteristics of such securities.
Principal
Investment Policies
The
Fund seeks to provide its shareholders with an efficient vehicle to invest in a portfolio of cash-generating securities of publicly-traded
master limited partnerships and limited liability companies taxed as partnerships (“MLPs”), MLP affiliates, YieldCos, pipeline
companies, utilities, and other companies that derive at least 50% of their revenues from operating or providing services in support of
infrastructure assets such as pipelines, power transmission and petroleum and natural gas storage in the petroleum, natural gas and power
generation industries (collectively, “Energy Infrastructure Companies”).
The
Fund:
•
|
Invests,
under normal market conditions, at least 80% of its Managed Assets (as defined below) in securities of Energy Infrastructure Companies.
|
•
|
Invests
in equity securities such as common stocks, preferred stocks, convertible securities, warrants, depository receipts and other equity interests
in Energy Infrastructure Companies. |
•
|
May
directly invest up to 25% (or such higher amount as permitted by any future tax diversification rules) of its Managed Assets in equity
securities of MLPs. |
o
|
This
limit does not apply to securities issued by MLP affiliates, such as I-Shares or general partner interests or other entities that may
own interests of MLPs, unless such indirect interests are attributed to the Fund’s investment limitation under federal tax law.
|
•
|
May
invest up to 15% of its Managed Assets in unregistered or otherwise restricted securities of Energy Infrastructure Companies. |
o
|
For
the purpose of this limitation, “restricted securities” refers to securities that have not been registered under the 1933
Act or are held by control persons of the issuer and securities that are subject to contractual restrictions on their resale. |
•
|
Will
not invest more than 15% of its Managed Assets in any single issuer. |
•
|
Will
not invest directly in commodities. |
•
|
May
write (or sell) covered call options on up to 35% of its Managed assets to generate additional income. |
To
the extent the Fund enters into derivatives transactions, it will do so pursuant to Rule 18f-4 under the 1940 Act. Rule 18f-4 requires
the Fund to implement certain policies and procedures designed to manage its derivatives risks, dependent upon the Fund’s level
of exposure to derivative instruments.
Unless
otherwise stated, all investment restrictions above apply at the time of purchase and the Fund will not be required to reduce a position
due solely to market value fluctuations.
MLPs
are limited partnerships whose shares (or units) are listed and traded on a U.S. securities exchange, just like common stock. To qualify
as an MLP, a partnership must receive at least 90% of its income from qualifying sources such as natural resource activities. Natural
resource activities include the exploration, development, mining, production, processing, refining, transportation and marketing of mineral
or natural resources. MLPs generally have two classes of owners, the general partner and limited partners. The general partner, which
is generally a major energy company, investment fund or the management of the MLP, typically controls the MLP through a 2% general partner
equity interest in the MLP plus common units and subordinated units. Limited partners own the remainder of the partnership, through ownership
of common units, and have a limited role in the partnership’s operations and management.
Investment
Objective, Policies, Risks and Effects of Leverage (Continued)
First
Trust Energy Infrastructure Fund (FIF)
November
30, 2023 (Unaudited)
I-Shares
are similar in most respects to common units except that distributions payable on I-Shares are in the form of additional I-Shares rather
than cash distributions. As a result, the Fund will consider its own distribution targets and cash holdings when making a determination
as to whether to purchase I-Shares.
The
covered call options the Fund may write (or sell) give the option holders the right, but not the obligation, to purchase a common stock
at a specified price (the “strike price”) on one or more future dates (each, an “exercise date”). The Fund writes
call options only if they are “covered.” In the case of a call option on a common stock or other security, the option is “covered”
if the Fund owns the security underlying the call or has an absolute and immediate right to acquire that security without additional cash
consideration (or, if additional cash consideration is required, cash or other assets determined to be liquid by the Sub-Advisor (in accordance
with procedures established by the Board of Trustees) in such amount are segregated by the Fund’s custodian) upon conversion or
exchange of other securities held by the Fund.
The
Fund may utilize hedging techniques such as interest rate swaps, caps, floors or collars or credit transactions and credit default swaps
(or any combination thereof) to mitigate potential interest rate risk on a portion of its leverage instruments. Such interest rate and
credit hedges are principally used to protect the Fund against higher costs on the Fund’s leverage instruments resulting from increases
in short-term interest rates. The Fund anticipates that the majority of the Fund’s interest rate hedges will be interest rate swap
contracts with financial institutions. The Fund may also enter into currency exchange transactions to hedge the Fund’s exposure
to foreign currency exchange rate risk to the extent the Fund invests in non-U.S. dollar denominated securities of non-U.S. issuers. The
Fund’s currency transactions will be limited to portfolio hedging involving portfolio positions. Portfolio hedging is the use of
a currency forward contract with respect to a portfolio security position denominated or quoted in a particular currency. A currency forward
contract is an agreement to purchase or sell a specified currency at a specified future date (or within a specified time period) and at
a price set (or determined pursuant to parameters provided) at the time of the contract. Currency forward contracts are usually entered
into with banks, foreign exchange dealers or broker-dealers, are not exchange-traded, and are usually for less than one year, but may
be renewed.
The
Fund may, to a lesser extent, purchase and sell other derivative investments such as exchange-listed and over-the-counter put and call
options on securities, energy-related commodities, equity, fixed-income and interest rate indices and other financial instruments and
purchase and sell financial futures contracts and options thereon. The Fund also may purchase derivative investments that combine features
of these instruments.
“Managed
Assets” means the average daily gross asset value of the Fund (which includes assets attributable to the Fund’s preferred
shares of beneficial interest (“Preferred Shares”), if any, and the principal amount of any borrowings), minus the sum of
the Fund’s accrued and unpaid dividends on any outstanding Preferred Shares and accrued liabilities (other than the principal amount
of any borrowings of money incurred or of commercial paper or notes issued by the Fund). For purposes of determining Managed Assets, the
liquidation preference of the Preferred Shares is not treated as a liability.
The
Fund’s investment policies may be changed by the Board of Trustees of the Fund without a shareholder vote, provided that shareholders
receive at least 60 days’ prior notice of any change.
Fundamental
Investment Policies
The
Fund, as a fundamental policy, may not:
(1)
|
Borrow
money, except as permitted by the 1940 Act. |
(2)
|
Issue
senior securities, as defined in the 1940 Act, other than (i) preferred shares which immediately after issuance will have asset coverage
of at least 200%, (ii) indebtedness which immediately after issuance will have asset coverage of at least 300%, or (iii) the borrowings
permitted by investment restriction (1) set forth above. |
(3)
|
Purchase
or sell real estate, but this shall not prevent the Fund from investing in securities of companies that deal in real estate or are engaged
in the real estate business, including real estate investment trusts, and securities secured by real estate or interests therein and the
Fund may hold and sell real estate or mortgages on real estate acquired through default, liquidation, or other distributions of an interest
in real estate as a result of the Fund’s ownership of such securities. |
(4)
|
Act
as underwriter of another issuer’s securities, except to the extent that the Fund may be deemed to be an underwriter within the
meaning of the Securities Act of 1933 in connection with the purchase and sale of portfolio securities. |
(5)
|
Make
loans of funds or other assets, other than by entering into repurchase agreements, lending portfolio securities and through the purchase
of securities in accordance with its investment objective, policies and limitations. |
(6)
|
Purchase
or sell physical commodities unless acquired as a result of ownership of securities or other instruments (but this |
Investment
Objective, Policies, Risks and Effects of Leverage (Continued)
First
Trust Energy Infrastructure Fund (FIF)
November
30, 2023 (Unaudited)
|
shall
not prevent the Fund from purchasing or selling options, futures contracts, derivative instruments or from investing in securities or
other instruments backed by physical commodities). |
(7)
|
Concentrate
(invest 25% or more of total assets) the Fund’s investments in any particular industry, except that the Fund will concentrate its
assets in any of the group of industries constituting the energy infrastructure sector. |
Except
as noted above, the foregoing fundamental investment policies, together with the investment objective of the Fund, cannot be changed without
approval by holders of a majority of the outstanding voting securities of the Fund, as defined in the 1940 Act, which includes common
shares of beneficial interest of the Fund (“Common Shares”) and Preferred Shares, if any, voting together as a single class,
and of the holders of the outstanding Preferred Shares voting as a single class. Under the 1940 Act, a “majority of the outstanding
voting securities” means the vote of: (i) 67% or more of the Fund’s shares present at a meeting, if the holders of more than
50% of the Fund’s shares are present or represented by proxy, or (ii) more than 50% of the Fund’s shares, whichever is less.
Principal
Risks
The
Fund is a closed-end management investment company designed primarily as a long-term investment and not as a trading vehicle. The Fund
is not intended to be a complete investment program and, due to the uncertainty inherent in all investments, there can be no assurance
that the Fund will achieve its investment objective. The following discussion summarizes the principal risks associated with investing
in the Fund, which includes the risk that you could lose some or all of your investment in the Fund. The Fund is subject to the informational
requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940 and, in accordance therewith, files reports,
proxy statements and other information that is available for review.
Covered
Call Options Risk. As the writer (seller) of a call option, the Fund forgoes, during the life of the
option, the opportunity to profit from increases in the market value of the portfolio security covering the option above the sum of the
premium and the strike price of the call option but retains the risk of loss should the price of the underlying security decline. The
value of call options written by the Fund, which are priced daily, are determined by trading activity in the broad options market and
will be affected by, among other factors, changes in the value of the underlying security in relation to the strike price, changes in
dividend rates of the underlying security, changes in interest rates, changes in actual or perceived volatility of the stock market and
the underlying security, and the time remaining until the expiration date. The value of call options written by the Fund may be adversely
affected if the market for the option is reduced or becomes illiquid. There can be no assurance that a liquid market will exist when the
Fund seeks to close out an option position.
Conversion
Risk. The Board of Trustees of the Fund has approved the merger of the Fund into a wholly-owned subsidiary
of a newly created exchange-traded fund (“ETF”). It is currently expected that the transaction will be consummated during
the second quarter of 2024, subject to requisite shareholder approval and satisfaction of applicable regulatory requirements and approvals
and customary closing conditions. There is no assurance when or whether such approvals, or any other approvals required for the
transaction, will be obtained. Under the terms of the proposed transaction, shareholders of the Fund would become shareholders of the
ETF, which will have its own investment strategies, and thereafter cease to be a shareholder of the Fund. More information on the
proposed transaction, including the risks and considerations associated with the transaction as well as the risks of investing in the
new ETF, are contained in registration statement/proxy materials. Shareholders should refer to such registration statement/proxy
materials, which are available at https://www.ftportfolios.com/LoadContent/gohdcqj3gy4o.
Current
Market Conditions Risk. Current market conditions risk is the risk that a particular investment, or
shares of the Fund in general, may fall in value due to current market conditions. As a means to fight inflation, which remains at elevated
levels, the Federal Reserve and certain foreign central banks have raised interest rates and expect to continue to do so, and the Federal
Reserve has announced that it intends to reverse previously implemented quantitative easing. U.S. regulators have proposed several changes
to market and issuer regulations which would directly impact the Fund, and any regulatory changes could adversely impact the Fund’s
ability to achieve its investment strategies or make certain investments. Recent and potential future bank failures could result in disruption
to the broader banking industry or markets generally and reduce confidence in financial institutions and the economy as a whole, which
may also heighten market volatility and reduce liquidity. The ongoing adversarial political climate in the United States, as well as political
and diplomatic events both domestic and abroad, have and may continue to have an adverse impact the U.S. regulatory landscape, markets
and investor behavior, which could have a negative impact on the Fund’s investments and operations. Other unexpected political,
regulatory and diplomatic events within the U.S. and abroad may affect investor and consumer confidence and may adversely impact financial
markets and the broader economy. For example, in February 2022, Russia invaded Ukraine which has caused and could continue to cause significant
market disruptions and volatility within the markets in Russia, Europe, and the United States. The hostilities and sanctions resulting
from those hostilities have and could continue to have a significant impact on certain Fund investments as well as Fund performance and
liquidity. The economies of the United States and its trading partners, as well as the financial markets generally, may be adversely impacted
by trade disputes and other matters. For example, the United States has imposed trade barriers and restrictions on China. In addition,
the Chinese government is engaged in a longstanding dispute with
Investment
Objective, Policies, Risks and Effects of Leverage (Continued)
First
Trust Energy Infrastructure Fund (FIF)
November
30, 2023 (Unaudited)
Taiwan,
continually threatening an invasion. If the political climate between the United States and China does not improve or continues to deteriorate,
if China were to attempt invading Taiwan, or if other geopolitical conflicts develop or worsen, economies, markets and individual securities
may be adversely affected, and the value of the Fund’s assets may go down. The COVID-19 global pandemic, or any future public health
crisis, and the ensuing policies enacted by governments and central banks have caused and may continue to cause significant volatility
and uncertainty in global financial markets, negatively impacting global growth prospects. While vaccines have been developed, there is
no guarantee that vaccines will be effective against emerging future variants of the disease. As this global pandemic illustrated, such
events may affect certain geographic regions, countries, sectors and industries more significantly than others. Advancements in technology
may also adversely impact markets and the overall performance of the Fund. For instance, the economy may be significantly impacted by
the advanced development and increased regulation of artificial intelligence. These events, and any other future events, may adversely
affect the prices and liquidity of the Fund’s portfolio investments and could result in disruptions in the trading markets.
Cyber
Security Risk. The Fund is susceptible to potential operational risks through breaches in cyber security.
A breach in cyber security refers to both intentional and unintentional events that may cause the Fund to lose proprietary information,
suffer data corruption or lose operational capacity. Such events could cause the Fund to incur regulatory penalties, reputational damage,
additional compliance costs associated with corrective measures and/or financial loss. Cyber security breaches may involve unauthorized
access to the Fund’s digital information systems through “hacking” or malicious software coding, but may also result
from outside attacks such as denial-of-service attacks through efforts to make network services unavailable to intended users. In addition,
cyber security breaches of the Fund’s third-party service providers, such as its administrator, transfer agent, custodian, or sub-advisor,
as applicable, or issuers in which the Fund invests, can also subject the Fund to many of the same risks associated with direct cyber
security breaches. The Fund has established risk management systems designed to reduce the risks associated with cyber security. However,
there is no guarantee that such efforts will succeed, especially because the Fund does not directly control the cyber security systems
of issuers or third party service providers. Substantial costs may be incurred by the Fund in order to resolve or prevent cyber incidents
in the future.
Energy
Infrastructure Companies Risk. The Fund primarily invests in MLPs, MLP affiliates, YieldCos, pipeline
companies, utilities, and other infrastructure-related companies that derive at least 50% of their revenues from operating, or providing
services in support of, infrastructure assets such as pipelines, power transmission and petroleum and natural gas storage in the petroleum,
natural gas and power generation industries (“Energy Infrastructure Companies”). Energy Infrastructure Companies may
be directly affected by energy commodity prices, especially those Energy Infrastructure Companies which own the underlying energy commodity.
A decrease in the production or availability of natural gas, natural gas liquids, crude oil, coal or other energy commodities or a decrease
in the volume of such commodities available for transportation, processing, storage or distribution may adversely impact the financial
performance of Energy Infrastructure Companies. Energy Infrastructure Companies are subject to significant federal, state and local government
regulation in virtually every aspect of their operations, including how facilities are constructed, maintained and operated, environmental
and safety controls, and the prices they may charge for products and services. Various governmental authorities have the power to enforce
compliance with these regulations and the permits issued under them and violators are subject to administrative, civil and criminal penalties,
including civil fines, injunctions or both. Stricter laws, regulations or enforcement policies could be enacted in the future which would
likely increase compliance costs and may adversely affect the financial performance of Energy Infrastructure Companies. Natural disasters,
such as hurricanes in the Gulf of Mexico, also may impact Energy Infrastructure Companies.
Certain
Energy Infrastructure Companies are subject to the imposition of rate caps, increased competition due to deregulation, counterparties
to contracts defaulting or going bankrupt, the difficulty in obtaining an adequate return on invested capital or in financing large construction
projects, the limitations on operations and increased costs and delays attributable to environmental considerations, and the capital market’s
ability to absorb utility debt. In addition, taxes, government regulation, international politics, price and supply fluctuations, volatile
interest rates and energy conservation may cause difficulties for these companies.
Equity
Securities Risk. The value of the Fund’s shares will fluctuate with changes in the value of the
equity securities in which the Fund invests. Prices of equity securities fluctuate for several reasons, including changes in investors’
perceptions of the financial condition of an issuer or the general condition of the relevant stock market, such as market volatility,
or when political or economic events affecting the issuers occur. Common stock prices may be particularly sensitive to rising interest
rates, as the cost of capital rises and borrowing costs increase. Equity securities may decline significantly in price over short or extended
periods of time, and such declines may occur in the equity market as a whole, or they may occur in only a particular country, company,
industry or sector of the market.
Interest
Rate Swaps Risk. If short-term interest rates are lower than the Fund’s fixed rate of payment
on an interest rate swap, the swap will reduce common share net earnings. In addition, a default by the counterparty to a swap transaction
could also negatively impact the performance of the common shares.
Investment
Objective, Policies, Risks and Effects of Leverage (Continued)
First
Trust Energy Infrastructure Fund (FIF)
November
30, 2023 (Unaudited)
Investment
Concentration Risks. The Fund’s investments are concentrated in Energy Infrastructure Companies
(including investments in MLPs), which may present more risk than if the Fund were broadly diversified over multiple sectors of the economy.
A downturn in one or more industries within the energy infrastructure sector, material declines in commodity prices, adverse political,
legislative or regulatory developments or other events could have a larger impact on the Fund than on an investment company that does
not concentrate in the energy infrastructure sector. Certain risks inherent in investing in the business of the types of securities that
the Fund may invest (such as interests in MLPs) include: commodity pricing risk, commodity supply and demand risk, lack of diversification
of and reliance on customers and suppliers risk including risk of counterparty default, commodity depletion and exploration risk, energy
infrastructure sector and energy utility industry regulatory risk, including risks associated with the prices and methodology of determining
prices that energy companies may charge for their products and services, interest rate risk, risk of lack of acquisition or reinvestment
opportunities, risk of lacking of funding, dependency on MLP affiliate risk, weather risk, catastrophe risk, terrorism and MLP market
disruption risk, obsolescence risk and technology risk.
Companies
that own interstate pipelines are subject to regulation by the Federal Energy Regulatory Commission (FERC) with respect to the tariff
rates that they may charge customers and may change policies to no longer permit such companies to include certain costs in their costs
of services. This may lower the tariff rates charged to customers which will in turn negatively affect performance.
Other
factors which may reduce the amount of cash an MLP or other Energy Infrastructure Company has available to pay its debt and equity holders
include increased operating costs, maintenance capital expenditures, acquisition costs, expansion or construction costs and borrowing
costs (including increased borrowing costs as a result of additional collateral requirements as a result of ratings downgrades by credit
agencies).
Leverage
Risk. The use of leverage by the Fund can magnify the effect of any losses. If the income and gains
from the securities and investments purchased with leverage proceeds do not cover the cost of leverage, the return to the common shares
will be less than if leverage had not been used. Leverage involves risks and special considerations for common shareholders including:
(i) the likelihood of greater volatility of net asset value and market price of the common shares than a comparable portfolio without
leverage; (ii) the risk that fluctuations in interest rates on borrowings will reduce the return to the common shareholders or will result
in fluctuations in the dividends paid on the common shares; (iii) in a declining market, the use of leverage is likely to cause a greater
decline in the net asset value of the common shares than if the Fund were not leveraged, which may result in a greater decline in the
market price of the common shares; and (iv) when the Fund uses certain types of leverage, the investment advisory fee payable to the Advisor
and by the Advisor to the Sub-Advisor will be higher than if the Fund did not use leverage.
Liquidity
Risk. Certain securities in which the Fund may invest may trade less frequently, particularly those
of issuers with smaller capitalizations. Securities with limited trading volumes may display volatile or erratic price movements. The
Fund may have difficulty selling these investments in a timely manner, be forced to sell them for less than it otherwise would have been
able to realize, or both.
Management
Risk and Reliance on Key Personnel. The implementation of the Fund’s investment strategy depends
upon the continued contributions of certain key employees of the Advisor and Sub-Advisor, some of whom have unique talents and experience
and would be difficult to replace. The loss or interruption of the services of a key member of the portfolio management team could have
a negative impact on the Fund.
Market
Discount from Net Asset Value. Shares of closed-end investment companies such as the Fund frequently
trade at a discount from their net asset value. The Fund cannot predict whether its common shares will trade at, below or above net asset
value.
Market
Risk. Investments held by a fund, as well as shares of a fund itself, are subject to market fluctuations
caused by real or perceived adverse economic conditions, political events, regulatory factors or market developments, changes
in interest rates and perceived trends in securities prices. Shares of a fund could decline in value or underperform other investments
as a result of the risk of loss associated with these market fluctuations. In addition, local, regional or global events such as war,
acts of terrorism, market manipulation, government defaults, government shutdowns, regulatory actions, political changes, diplomatic developments,
the imposition of sanctions and other similar measures, spread of infectious diseases or other public health issues, recessions, or other
events could have a significant negative impact on a fund and its investments. Any of such circumstances could have a materially
negative impact on the value of the Fund’s shares, the liquidity of an investment, and result in increased market volatility.
During any such events, the Fund’s shares may trade at increased premiums or discounts to their net asset value, the bid/ask spread
on the Fund’s shares may widen and the returns on investment may fluctuate.
MLP
Risk. Investments in securities of MLPs involve certain risks different from or in addition to
the risks of investing in common stocks. MLP common units can be affected by macro-economic factors and other factors unique to the partnership
or company and the industry or industries in which the MLP operates. Certain MLP securities may trade in relatively low volumes due to
their smaller capitalizations or other factors, which may cause them to have a high degree of price volatility and illiquidity. The structures
of MLPs create certain risks, including, for example, risks related to the limited ability of investors to control an MLP and to vote
on matters
Investment
Objective, Policies, Risks and Effects of Leverage (Continued)
First
Trust Energy Infrastructure Fund (FIF)
November
30, 2023 (Unaudited)
affecting
the MLP, risks related to potential conflicts of interest between an MLP and the MLP’s general partner, the risk that an MLP will
generate insufficient cash flow to meet its current operating requirements, the risk that an MLP will issue additional securities or engage
in other transactions that will have the effect of diluting the interests of existing investors, and risks related to the general partner’s
right to require unit-holders to sell their common units at an undesirable time or price.
Non-Diversification
Risk. As a “non-diversified” fund, the Fund may hold a smaller number of portfolio securities
than many other funds. To the extent the Fund invests in a relatively small number of issuers, a decline in the market value of a particular
security held by the Fund may affect its value more than if it invested in a larger number of issuers. The value of the Fund’s shares
may be more volatile than the values of shares of more diversified funds.
Non-U.S.
Securities and Currency Risk. Investing in non-U.S. securities involves certain risks not involved in
domestic investments, including, but not limited to: fluctuations in currency exchange rates; future foreign economic, financial, political
and social developments; different legal systems; the possible imposition of exchange controls or other foreign governmental laws or restrictions;
lower trading volume; withholding taxes; greater price volatility and illiquidity; different trading and settlement practices; less governmental
supervision; high and volatile rates of inflation; fluctuating interest rates; less publicly available information; and different accounting,
auditing and financial recordkeeping standards and requirements. Because the Fund may invest in securities denominated or quoted in non-U.S.
currencies, changes in the non-U.S. currency/United States dollar exchange rate may affect the value of the Fund’s securities and
the unrealized appreciation or depreciation of investments.
Operational
Risk. The Fund is subject to risks arising from various operational factors, including, but not limited
to, human error, processing and communication errors, errors of the Fund’s service providers, counterparties or other third-parties,
failed or inadequate processes and technology or systems failures. The Fund relies on third parties for a range of services, including
custody. Any delay or failure relating to engaging or maintaining such service providers may affect the Fund’s ability to
meet its investment objective. Although the Fund and the Advisor seek to reduce these operational risks through controls and procedures,
there is no way to completely protect against such risks.
Potential
Conflicts of Interest Risk. First Trust, EIP and the portfolio managers have interests which may conflict
with the interests of the Fund. In particular, First Trust and EIP currently manage and may in the future manage and/or advise other investment
funds or accounts with the same or substantially similar investment objective and strategies as the Fund. In addition, while the Fund
is using leverage, the amount of the fees paid to First Trust (and by First Trust to EIP) for investment advisory and management services
are higher than if the Fund did not use leverage because the fees paid are calculated based on managed assets. Therefore, First Trust
and EIP have a financial incentive to leverage the Fund.
Qualified
Dividend Income Tax Risk. There can be no assurance as to what portion of the distributions paid to
the Fund’s common shareholders will consist of tax-advantaged qualified dividend income. Certain distributions designated by the
Fund as derived from qualified dividend income will be taxed in the hands of non-corporate common shareholders at the rates applicable
to long-term capital gains, provided certain holding period and other requirements are satisfied by both the Fund and the common shareholders.
Additional requirements apply in determining whether distributions by foreign issuers should be regarded as qualified dividend income.
Certain investment strategies of the Fund will limit the Fund’s ability to meet these requirements and consequently will limit the
amount of qualified dividend income received and distributed by the Fund. A change in the favorable provisions of the federal tax laws
with respect to qualified dividends may result in a widespread reduction in announced dividends and may adversely impact the valuation
of the shares of dividend-paying companies.
Recent
Market and Economic Developments. In recent years, prices of oil and other energy commodities have experienced
significant volatility. During such periods, such volatility has adversely impacted many of the MLPs, MLP-related entities and other companies
in the energy sector and energy utility industries in which the Fund has invested or may invest. For example, many MLPs, MLP-related entities
and other companies in the energy sector and energy utility industries have in recent years experienced eroding growth prospects, reduced
distribution levels or, in some cases, bankruptcy. These conditions have impacted, and may in the future impact, the NAV of the Fund and
its ability to pay distributions to shareholders at current or historic levels.
Renewable
Energy Company Risk. Renewable energy companies are a subset of Energy Infrastructure Companies and,
as such, are subject to many of the same risks as Energy Infrastructure Companies. In addition, the future growth of renewable energy
companies may be dependent upon government policies that support renewable power generation and enhance the economic viability of owning
renewable electric generation assets. Such policies can include renewable portfolio standard programs, which mandate that a specified
percentage of electricity sales come from eligible sources of renewable energy, accelerated cost-recovery systems of depreciation and
tax credits.
Tax
Risk. Changes in tax laws or regulations, or interpretations thereof in the future, could adversely
affect the Fund or the MLPs, MLP-related entities and other energy sector and energy utility companies in which the Fund invests. A change
in current tax law, a
Investment
Objective, Policies, Risks and Effects of Leverage (Continued)
First
Trust Energy Infrastructure Fund (FIF)
November
30, 2023 (Unaudited)
change
in the business of a given MLP, or a change in the types of income earned by a given MLP could result in an MLP being treated as a corporation
for United States federal income tax purposes, which would result in such MLP being required to pay United States federal income tax on
its taxable income. In the past, certain events have caused some MLPs to be reclassified or restructured as corporations. The classification
of an MLP as a corporation for United States federal income tax purposes has the effect of reducing the amount of cash available for distribution
by the MLP and causing any such distributions received by the Fund to be taxed as dividend income to the extent of the MLP’s current
or accumulated earnings and profits.
A
reduction in the percentage of the income offset by tax deductions or an increase in sales of the Fund’s MLP holdings that result
in capital gains will reduce that portion of the Fund’s distribution from an MLP treated as a return of capital and increase that
portion treated as income, and may result in lower after-tax distributions to the Fund’s common shareholders. On the other hand,
to the extent a distribution received by the Fund from an MLP is treated as a return of capital, the Fund’s adjusted tax basis in
the interests of the MLP may be reduced, which will result in an increase in the amount of income or gain or decrease in the amount of
loss that will be recognized by the Fund for tax purposes upon the sale of any such interests.
Utilities
Risk. Utility companies include companies producing or providing gas, electricity or water. These
companies are subject to the risk of the imposition of rate caps, increased competition due to deregulation, the difficulty in obtaining
an adequate return on invested capital or in financing large construction projects, the limitations on operations and increased costs
and delays attributable to environmental considerations and the capital market’s ability to absorb utility debt. In addition, in
many regions, including the United States, the utility industry is experiencing increasing competitive pressures, primarily in wholesale
markets, as a result of consumer demand, technological advances, greater availability of natural gas with respect to electric utility
companies and other factors. Taxes, government regulation, international politics, price and supply fluctuations, volatile interest rates
and energy conservation also may negatively affect utility companies.
Valuation
Risk. Market prices generally will not be available for certain investments in MLPs, and the value of
such investments will ordinarily be determined based on fair valuations determined pursuant to procedures adopted by the Board of Trustees.
The value of these securities typically requires more reliance on the judgment of the Sub-Advisor than that required for securities for
which there is an active trading market. In addition, the Fund relies on information provided by certain MLPs, which is usually not timely,
to calculate taxable income allocable to the MLP units held in the Fund’s portfolio and to determine the tax character of distributions
to common shareholders. From time to time the Fund will modify its estimates and/or assumptions as new information becomes available.
To the extent the Fund modifies its estimates and/or assumptions, the net asset value of the Fund would likely fluctuate.
NOT
FDIC INSURED |
NOT
BANK GUARANTEED |
MAY
LOSE VALUE |
Effects
of Leverage
The
aggregate principal amount of borrowings under the credit agreement (the “Credit Agreement”) with The Bank of Nova Scotia
represented approximately 20.35% of Managed Assets as of November 30, 2023. Asset coverage with respect to the Borrowings under the Credit
Agreement was 491.50% and the Fund had $17,700,000 of unutilized funds available for borrowing under the Credit Agreement as of that date.
As of November 30, 2023, the maximum commitment amount was $88,000,000. As of November 30, 2023, the approximate average annual interest
and fee rate was 6.37%.
Assuming
that the Fund’s leverage costs remain as described above (at an assumed average annual cost of 6.37%), the annual return that the
Fund’s portfolio must experience (net of expenses) in order to cover its leverage costs would be 1.63%.
The
following table is furnished in response to requirements of the SEC. It is designed to illustrate the effect of leverage on Common Share
total return, assuming investment portfolio total returns (comprised of income and changes in the value of securities held in the Fund’s
portfolio) of (10)%, (5)%, 0%, 5% and 10%. These assumed investment portfolio returns are hypothetical figures and are not necessarily
indicative of the investment portfolio returns experienced or expected to be experienced by the Fund.
The
table further assumes leverage representing 20.35% of the Fund’s Managed Assets, net of expenses, and an annual leverage interest
and fee rate of 6.37%.
Assumed Portfolio Total Return (Net of Expenses)
|
-10%
|
-5%
|
0%
|
5%
|
10%
|
Common Share Total Return
|
-14.18%
|
-7.90%
|
-1.63%
|
4.65%
|
10.93%
|
Common
Share total return is composed of two elements: the Common Share dividends paid by the Fund (the amount of which is largely determined
by the net investment income of the Fund after paying dividends or interest on its leverage) and gains or losses on the value of the securities
the Fund owns. As required by SEC rules, the table above assumes that the Fund is more likely to suffer
Investment
Objective, Policies, Risks and Effects of Leverage (Continued)
First
Trust Energy Infrastructure Fund (FIF)
November
30, 2023 (Unaudited)
capital
losses than to enjoy capital appreciation. For example, to assume a total return of 0% the Fund must assume that the distributions it
receives on its investments are entirely offset by losses in the value of those securities.
Board
of Trustees and Officers
First
Trust Energy Infrastructure Fund (FIF)
November
30, 2023 (Unaudited)
The
following tables identify the Trustees and Officers of the Fund. Unless otherwise indicated, the address of all persons is 120 East Liberty
Drive, Suite 400, Wheaton, IL 60187.
Name,
Year of Birth and Position with the Fund |
Term
of Office and Year First Elected or Appointed(1) |
Principal
Occupations During Past 5 Years |
Number
of Portfolios in the First Trust Fund Complex Overseen by Trustee |
Other
Trusteeships or Directorships Held by Trustee During Past 5 Years |
INDEPENDENT
TRUSTEES |
Richard
E. Erickson, Trustee (1951) |
• Three
Year Term• Since Fund Inception |
Retired;
Physician, Edward-Elmhurst Medical Group (2021 to September 2023); Physician and Officer, Wheaton Orthopedics (1990 to 2021) |
256
|
None
|
Thomas
R. Kadlec, Trustee (1957) |
• Three
Year Term• Since Fund Inception |
Retired;
President, ADM Investor Services, Inc. (Futures Commission Merchant) (2010 to July 2022) |
256
|
Director,
National Futures Association and ADMIS Singapore Ltd.; Formerly, Director of ADM Investor Services, Inc., ADM Investor Services International,
ADMIS Hong Kong Ltd., and Futures Industry Association |
Denise
M. Keefe, Trustee (1964) |
• Three
Year Term• Since 2021 |
Executive
Vice President, Advocate Aurora Health and President, Advocate Aurora Continuing Health Division (Integrated Healthcare System) |
256
|
Director
and Board Chair of Advocate Home Health Services, Advocate Home Care Products and Advocate Hospice; Director and Board Chair of Aurora
At Home (since 2018); Director of Advocate Physician Partners Accountable Care Organization; Director of RML Long Term Acute Care Hospitals;
Director of Senior Helpers (since 2021); and Director of MobileHelp (since 2022) |
Robert
F. Keith, Trustee (1956) |
• Three
Year Term• Since Fund Inception |
President,
Hibs Enterprises (Financial and Management Consulting) |
256
|
Formerly,
Director of Trust Company of Illinois |
Niel
B. Nielson, Trustee (1954) |
• Three
Year Term• Since Fund Inception |
Senior
Advisor (2018 to Present), Managing Director and Chief Operating Officer (2015 to 2018), Pelita Harapan Educational Foundation (Educational
Products and Services) |
256
|
None
|
(1)
|
Currently,
Richard E. Erickson and Thomas R. Kadlec, as Class II Trustees, are serving as trustees until the Fund’s 2024 annual meeting of
shareholders. James A. Bowen, Niel B. Nielson and Bronwyn Wright, as Class III Trustees, are serving as trustees until the Fund’s
2025 annual meeting of shareholders. Denise M. Keefe and Robert F. Keith, as Class I Trustees, are serving as trustees until the Fund’s
2026 annual meeting of shareholders. |
Board
of Trustees and Officers (Continued)
First
Trust Energy Infrastructure Fund (FIF)
November
30, 2023 (Unaudited)
Name,
Year of Birth and Position with the Fund |
Term
of Office and Year First Elected or Appointed(1) |
Principal
Occupations During Past 5 Years |
Number
of Portfolios in the First Trust Fund Complex Overseen by Trustee |
Other
Trusteeships or Directorships Held by Trustee During Past 5 Years |
INDEPENDENT
TRUSTEES |
Bronwyn
Wright, Trustee (1971) |
• Three
Year Term• Since 2023 |
Independent
Director to a number of Irish collective investment funds (2009 to Present); Various roles at international affiliates of Citibank (1994
to 2009), including Managing Director, Citibank Europe plc and Head of Securities and Fund Services, Citi Ireland (2007 to 2009) |
232
|
None
|
INTERESTED
TRUSTEE |
James
A. Bowen(2), Trustee and Chairman of the Board (1955)
|
• Three
Year Term• Since Fund Inception |
Chief
Executive Officer, First Trust Advisors L.P. and First Trust Portfolios L.P.; Chairman of the Board of Directors, BondWave LLC (Software
Development Company) and Stonebridge Advisors LLC (Investment Advisor) |
256
|
None
|
(2)
|
Mr.
Bowen is deemed an “interested person” of the Fund due to his position as CEO of First Trust Advisors L.P., investment advisor
of the Fund. |
Board
of Trustees and Officers (Continued)
First
Trust Energy Infrastructure Fund (FIF)
November
30, 2023 (Unaudited)
Name
and Year of Birth |
Position
and Offices with Fund |
Term
of Office and Length of Service |
Principal
Occupations During Past 5 Years |
OFFICERS(3)
|
James
M. Dykas (1966) |
President
and Chief Executive Officer |
• Indefinite
Term • Since 2016 |
Managing
Director and Chief Financial Officer, First Trust Advisors L.P. and First Trust Portfolios L.P.; Chief Financial Officer, BondWave LLC
(Software Development Company) and Stonebridge Advisors LLC (Investment Advisor) |
Derek
D. Maltbie (1972) |
Treasurer,
Chief Financial Officer and Chief Accounting Officer |
• Indefinite
Term • Since 2023 |
Senior
Vice President, First Trust Advisors L.P. and First Trust Portfolios L.P., July 2021 to Present. Previously, Vice President, First Trust
Advisors L.P. and First Trust Portfolios L.P., 2014 to 2021. |
W.
Scott Jardine (1960) |
Secretary
and Chief Legal Officer |
• Indefinite
Term • Since Fund Inception |
General
Counsel, First Trust Advisors L.P. and First Trust Portfolios L.P.; Secretary and General Counsel, BondWave LLC; Secretary, Stonebridge
Advisors LLC |
Daniel
J. Lindquist (1970) |
Vice
President |
• Indefinite
Term • Since Fund Inception |
Managing
Director, First Trust Advisors L.P. and First Trust Portfolios L.P. |
Kristi
A. Maher (1966) |
Chief
Compliance Officer and Assistant Secretary |
•
Indefinite Term • Chief Compliance Officer Since January 2011• Assistant Secretary Since Fund
Inception |
Deputy
General Counsel, First Trust Advisors L.P. and First Trust Portfolios L.P. |
(3)
|
The
term “officer” means the president, vice president, secretary, treasurer, controller or any other officer who performs a policy
making function. |
Privacy
Policy
First
Trust Energy Infrastructure Fund (FIF)
November
30, 2023 (Unaudited)
Privacy
Policy
First
Trust values our relationship with you and considers your privacy an important priority in maintaining that relationship. We are committed
to protecting the security and confidentiality of your personal information.
Sources
of Information
We
collect nonpublic personal information about you from the following sources:
•
|
Information
we receive from you and your broker-dealer, investment professional or financial representative through interviews, applications, agreements
or other forms; |
•
|
Information
about your transactions with us, our affiliates or others; |
•
|
Information
we receive from your inquiries by mail, e-mail or telephone; and |
•
|
Information
we collect on our website through the use of “cookies.” For example, we may identify the pages on our website that your browser
requests or visits. |
Information
Collected
The
type of data we collect may include your name, address, social security number, age, financial status, assets, income, tax information,
retirement and estate plan information, transaction history, account balance, payment history, investment objectives, marital status,
family relationships and other personal information.
Disclosure
of Information
We
do not disclose any nonpublic personal information about our customers or former customers to anyone, except as permitted by law. In addition
to using this information to verify your identity (as required under law), the permitted uses may also include the disclosure of such
information to unaffiliated companies for the following reasons:
•
|
In
order to provide you with products and services and to effect transactions that you request or authorize, we may disclose your personal
information as described above to unaffiliated financial service providers and other companies that perform administrative or other services
on our behalf, such as transfer agents, custodians and trustees, or that assist us in the distribution of investor materials such as trustees,
banks, financial representatives, proxy services, solicitors and printers. |
•
|
We
may release information we have about you if you direct us to do so, if we are compelled by law to do so, or in other legally limited
circumstances (for example to protect your account from fraud). |
In
addition, in order to alert you to our other financial products and services, we may share your personal information within First Trust.
Use
of Website Analytics
We
currently use third party analytics tools, Google Analytics and AddThis, to gather information for purposes of improving First Trust’s
website and marketing our products and services to you. These tools employ cookies, which are small pieces of text stored in a file by
your web browser and sent to websites that you visit, to collect information, track website usage and viewing trends such as the number
of hits, pages visited, videos and PDFs viewed and the length of user sessions in order to evaluate website performance and enhance navigation
of the website. We may also collect other anonymous information, which is generally limited to technical and web navigation information
such as the IP address of your device, internet browser type and operating system for purposes of analyzing the data to make First Trust’s
website better and more useful to our users. The information collected does not include any personal identifiable information such
as your name, address, phone number or email address unless you provide that information through the website for us to contact you in
order to answer your questions or respond to your requests. To find out how to opt-out of these services click on: Google
Analytics and AddThis.
Confidentiality
and Security
With
regard to our internal security procedures, First Trust restricts access to your nonpublic personal information to those First Trust employees
who need to know that information to provide products or services to you. We maintain physical, electronic and procedural safeguards to
protect your nonpublic personal information.
Policy
Updates and Inquiries
As
required by federal law, we will notify you of our privacy policy annually. We reserve the right to modify this policy at any time, however,
if we do change it, we will tell you promptly. For questions about our policy, or for additional copies of this notice, please go to www.ftportfolios.com,
or contact us at 1-800-621-1675 (First Trust Portfolios) or 1-800-222-6822 (First Trust Advisors).
March
2023
INVESTMENT
ADVISOR
First
Trust Advisors L.P.
120
East Liberty Drive, Suite 400
Wheaton,
IL 60187
INVESTMENT
SUB-ADVISOR
Energy
Income Partners, LLC
10
Wright Street
Westport,
CT 06880
TRANSFER
AGENT
Computershare,
Inc.
P.O.
Box 43006
Providence,
RI 02940
ADMINISTRATOR,
FUND ACCOUNTANT, AND
CUSTODIAN
The
Bank of New York Mellon
240
Greenwich Street
New
York, NY 10286
INDEPENDENT
REGISTERED
PUBLIC ACCOUNTING FIRM
Deloitte
& Touche LLP
111
South Wacker Drive
Chicago,
IL 60606
LEGAL
COUNSEL
Chapman
and Cutler LLP
320
South Canal Street
Chicago,
IL 60606
(b) Not applicable.
Item 2. Code of Ethics.
| (a) |
The registrant, as of the end of the period covered by this report, has adopted a code of ethics that applies
to the registrant’s principal executive officer, principal financial officer, principal accounting officer or controller, or persons
performing similar functions, regardless of whether these individuals are employed by the registrant or a third party. |
| (c) |
There have been no amendments, during the period covered by this report, to a provision of the code of ethics
that applies to the registrant’s principal executive officer, principal financial officer, principal accounting officer or controller,
or persons performing similar functions, regardless of whether these individuals are employed by the registrant or a third party, and
that relates to any element of the code of ethics description. |
| (d) |
The registrant has not granted any waivers, including an implicit waiver, from a provision of the code of
ethics that applies to the registrant’s principal executive officer, principal financial officer, principal accounting officer or
controller, or persons performing similar functions, regardless of whether these individuals are employed by the registrant or a third
party, that relates to one or more of the items set forth in paragraph (b) of this item’s instructions. |
| (f) |
A copy of the code of ethics that applies to the registrant’s principal executive officer, principal
financial officer, principal accounting officer or controller is filed as an exhibit pursuant to Item 13(a)(1). |
Item 3. Audit Committee Financial Expert.
As of the end of the period covered by the report,
the registrant’s board of trustees has determined that Thomas R. Kadlec, Robert F. Keith and Bronwyn Wright are qualified to serve
as audit committee financial experts serving on its audit committee and that each of them is “independent,” as defined by
Item 3 of Form N-CSR.
Item 4. Principal Accountant Fees and Services.
(a)
Audit Fees (Registrant) — The aggregate fees billed for each of the last two fiscal years for professional services
rendered by the principal accountant for the audit of the registrant’s annual financial statements or services that are normally
provided by the accountant in connection with statutory and regulatory filings or engagements for those fiscal years were $46,000 for
the fiscal year ended November 30, 2022 and $46,000 for the fiscal year ended November 30, 2023.
(b) Audit-Related
Fees (Registrant) — The aggregate fees billed in each of the last two fiscal years for assurance and related services
by the principal accountant that are reasonably related to the performance of the audit of the registrant’s financial statements
and are not reported under paragraph (a) of this Item were $0 for the fiscal year ended November 30, 2022 and $0 for the fiscal year ended
November 30, 2023.
Audit-Related Fees
(Investment Advisor) — The aggregate fees billed in each of the last two fiscal years for assurance and related services
by the principal accountant that are reasonably related to the performance of the audit of the registrant’s financial statements
and are not reported under paragraph (a) of this Item were $0 for the fiscal year ended November 30, 2022 and $0 for the fiscal year ended
November 30, 2023.
(c) Tax
Fees (Registrant) — The aggregate fees billed in each of the last two fiscal years for professional services rendered
by the principal accountant for tax compliance, tax advice, and tax planning to the registrant were $16,250 for the fiscal year ended
November 30, 2022 and $21,164 for the fiscal year ended November 30, 2023. These fees were for tax consultation and/or tax return preparation
and professional services rendered for PFIC (Passive Foreign Investment Company) Identification Services.
Tax Fees (Investment
Advisor) — The aggregate fees billed in each of the last two fiscal years for professional services rendered by the principal
accountant for tax compliance, tax advice, and tax planning to the registrant’s advisor were $0 for the fiscal year ended November
30, 2022 and $0 for the fiscal year ended November 30, 2023.
(d) All Other
Fees (Registrant) — The aggregate fees billed in each of the last two fiscal years for products and services provided
by the principal accountant to the registrant, other than the services reported in paragraphs (a) through (c) of this Item were $0 for
the fiscal year ended November 30, 2022 and $0 for the fiscal year ended November 30, 2023.
All Other Fees
(Investment Advisor) — The aggregate fees billed in each of the last two fiscal years for products and services provided
by the principal accountant to the registrant’s investment advisor, other than the services reported in paragraphs (a) through (c)
of this Item were $0 for the fiscal year ended November 30, 2022 and $0 for the fiscal year ended November 30, 2023.
| (e)(1) |
Disclose the audit committee’s pre-approval policies and procedures described in paragraph (c)(7) of
Rule 2-01 of Regulation S-X. |
Pursuant to its charter
and its Audit and Non-Audit Services Pre-Approval Policy, the Audit Committee (the “Committee”) is responsible for
the pre-approval of all audit services and permitted non-audit services (including the fees and terms thereof) to be performed for the
registrant by its independent auditors. The Chairman of the Committee authorized to give such pre-approvals on behalf of the Committee
up to $25,000 and report any such pre-approval to the full Committee.
The Committee is also
responsible for the pre-approval of the independent auditor’s engagements for non-audit services with the registrant’s advisor
(not including a sub-advisor whose role is primarily portfolio management and is sub-contracted or overseen by another investment advisor)
and any entity controlling, controlled by or under common control with the investment advisor that provides ongoing services to the registrant,
if the engagement relates directly to the operations and financial reporting of the registrant, subject to the de minimis exceptions
for non-audit services described in Rule 2-01 of Regulation S-X. If the independent auditor has provided non-audit services to the registrant’s
advisor (other than any sub-advisor whose role is primarily portfolio management and is sub-contracted with or overseen by another investment
advisor) and any entity controlling, controlled by or under common control with the investment advisor that provides ongoing services
to the registrant that were not pre-approved pursuant to the de minimis exception, the Committee will consider whether the provision
of such non-audit services is compatible with the auditor’s independence.
(e)(2) |
The percentage of services described in each of paragraphs (b) through (d) for the registrant and the registrant’s
investment advisor of this Item that were approved by the audit committee pursuant to the pre-approval exceptions included in paragraph
(c)(7)(i)(c) or paragraph (c)(7)(ii) of Rule 2-01 of Regulation S-X are as follows: |
(b) 0%
(c) 0%
(d) 0%
| (f) |
The percentage of hours expended on the principal accountant’s engagement to audit the registrant’s
financial statements for the most recent fiscal year that were attributed to work performed by persons other than the principal accountant’s
full-time, permanent employees was less than fifty percent. |
| (g) |
The aggregate non-audit fees billed by the registrant’s accountant for services rendered to the registrant,
and rendered to the registrant’s investment advisor (not including any sub-advisor whose role is primarily portfolio management
and is subcontracted with or overseen by another investment advisor), and any entity controlling, controlled by, or under common control
with the advisor that provides ongoing services to the registrant for the fiscal year ended November 30, 2022 were $16,250 for the registrant
and $0 for the registrant’s investment advisor, and for the fiscal year ended November 30, 2023 were $21,164 for the registrant
and $44,000 for the registrant’s investment advisor. |
| (h) |
The registrant’s audit committee of its Board of Trustees has determined that the provision of non-audit
services that were rendered to the registrant’s investment advisor (not including any sub-advisor whose role is primarily portfolio
management and is subcontracted with or overseen by another investment advisor), and any entity controlling, controlled by, or under common
control with the investment advisor that provides ongoing services to the registrant that were not pre-approved pursuant to paragraph
(c)(7)(ii) of Rule 2-01 of Regulation S-X is compatible with maintaining the principal accountant’s independence. |
Item 5. Audit Committee of Listed Registrants.
| (a) |
The registrant has a separately designated standing audit committee established in accordance with Section
3(a)(58)(A) of the Securities Exchange Act of 1934 consisting of all the independent directors of the registrant. The audit committee
of the registrant is comprised of: Richard E. Erickson, Thomas R. Kadlec, Denise M. Keefe, Robert F. Keith, Niel B. Nielson and Bronwyn
Wright. |
Item 6. Investments.
| (a) |
Schedule of Investments in securities of unaffiliated issuers as of the close of the reporting period
is included as part of the report to shareholders filed under Item 1 of this form. |
Item 7. Disclosure of Proxy Voting
Policies and Procedures for Closed-End Management Investment Companies.
A description of the policies and procedures
used to vote proxies on behalf of the Fund is attached as an exhibit.
Item 8. Portfolio Managers of
Closed-End Management Investment Companies.
(a)(1) Identification
of Portfolio Manager(s) or Management Team Members and Description of Role of Portfolio Manager(s) or Management Team Members
Information provided as of December 19, 2023.
Energy Income Partners, LLC
Energy Income Partners, LLC (“EIP”), located in
Westport, CT, was founded in 2003 to provide professional asset management services in publicly traded energy-related infrastructure companies
with above average dividend payout ratios operating pipelines and related storage and handling facilities, electric power transmission
and distribution as well as long contracted or regulated power generation from renewables and other sources. The corporate structure of
the portfolio companies include C-corporations, partnerships and energy infrastructure real estate investment trusts. EIP mainly focuses
on investments in assets that receive steady fee-based or regulated income from their corporate and individual customers. EIP manages
or supervises approximately $5.4 billion of assets as of November 30, 2022. EIP advises two privately offered partnerships for U.S. high
net worth individuals and an open-end mutual fund. EIP also manages separately managed accounts and provides its model portfolio to unified
managed accounts. Finally, EIP serves as a sub-advisor to three closed-end management investment companies in addition to the Fund, two
actively managed exchange-traded funds, a sleeve of an actively managed exchange-traded fund and a sleeve of a series of variable insurance
trust. EIP is a registered investment advisor with the Securities and Exchange Commission.
James J. Murchie, Co-Portfolio Manager
James J. Murchie is the Co-Founder, Chief Executive
Officer, co-portfolio manager and a Principal of Energy Income Partners. After founding Energy Income Partners in October 2003, Mr. Murchie
and the Energy Income Partners investment team joined Pequot Capital Management Inc. (“Pequot Capital”) in December 2004.
In August 2006, Mr. Murchie and the Energy Income Partners investment team left Pequot Capital and re-established Energy Income Partners.
Prior to founding Energy Income Partners, Mr. Murchie was a Portfolio Manager at Lawhill Capital Partners, LLC (“Lawhill Capital”),
a long/short equity hedge fund investing in commodities and equities in the energy and basic industry sectors. Before Lawhill Capital,
Mr. Murchie was a Managing Director at Tiger Management, LLC, where his primary responsibility was managing a portfolio of investments
in commodities and related equities. Mr. Murchie was also a Principal at Sanford C. Bernstein. He began his career at British Petroleum,
PLC. Mr. Murchie holds a BA from Rice University and an MA from Harvard University.
Eva Pao, Co-Portfolio Manager
Eva Pao is a Co-Founder, co-portfolio manager
and a Principal of Energy Income Partners. She has been with EIP since inception in 2003. From 2005 to mid-2006, Ms. Pao joined Pequot
Capital Management during EIP’s affiliation with Pequot. Prior to Harvard Business School, Ms. Pao was a Manager at Enron Corp where
she managed a portfolio in Canadian oil and gas equities for Enron’s internal hedge fund that specialized in energy-related equities
and managed a natural gas trading book. Ms. Pao holds degrees from Rice University and Harvard Business School.
John K. Tysseland, Co-Portfolio Manager
John Tysseland is a Principal and co-portfolio manager.
From 2005 to 2014, he worked at Citi Research most currently serving as a Managing Director where he covered midstream energy companies
and MLPs. From 1998 to 2005, he worked at Raymond James & Associates as a Vice President who covered the oilfield service industry
and established the firm’s initial coverage of MLPs in 2001. Prior to that, he was an Equity Trader at Momentum Securities from
1997 to 1998 and an Assistant Executive Director at Sumar Enterprises from 1996 to 1997. He graduated from The University of Texas at
Austin in 1996 with a BA in economics.
Name |
Title |
Length
of Service |
Business
Experience Past 5 Years |
James Murchie |
CEO and Partner |
17.0 years |
Co-Portfolio
Manager, Energy Income Partners, LLC |
Eva Pao |
Partner |
17.0 years |
Co-Portfolio Manager, Energy Income
Partners, LLC |
John Tysseland |
Partner |
7.5 years |
Co-Portfolio Manager for the Fund,
from May 2016 to present. |
| (a)(2) |
Other Accounts Managed by Portfolio Manager and Potential Conflicts of Interest |
Other Accounts Managed by Portfolio
Manager
Information provided as of December 19, 2023.
Name
of Portfolio Manager or Team Member |
Type
of Accounts* |
Total # of Accounts
Managed |
Total
Assets |
#
of Accounts Managed for which Advisory Fee is Based on Performance |
Total
Assets for which Advisory Fee is Based on Performance |
|
|
|
|
|
|
1. James Murchie |
Registered Investment Companies: |
8 |
$3,859,000,000 |
0 |
$0 |
|
Other Pooled Investment Vehicles: |
2 |
$155,000,000 |
2 |
$155,000,000 |
|
Other Accounts: |
137 |
$783,000,000 |
0 |
$0 |
|
|
|
|
|
|
2. Eva Pao |
Registered Investment Companies: |
8 |
$3,859,000,000 |
0 |
$0 |
|
Other Pooled Investment Vehicles: |
2 |
$155,000,000 |
2 |
$155,000,000 |
|
Other Accounts: |
137 |
$783,000,000 |
0 |
$0 |
|
|
|
|
|
|
3. John Tysseland |
Registered Investment Companies: |
8 |
$3,859,000,000 |
0 |
$0 |
|
Other Pooled Investment Vehicles: |
2 |
$155,000,000 |
2 |
$155,000,000 |
|
Other Accounts: |
137 |
$783,000,000 |
0 |
$0 |
*Examples for
Types of Accounts:
Other Registered
Investment Companies: Any investment vehicle which is registered with the SEC, such as mutual funds of registered hedge funds.
Other Pooled Investment
Vehicles: Any unregistered account for which investor assets are pooled together, such as an unregistered hedge fund.
Other
Accounts: Any accounts managed not covered by the other two categories, such as privately managed accounts.
Portfolio Manager Potential Conflicts
of Interests
Potential conflicts of interest may arise when a fund’s
portfolio manager has day-to-day management responsibilities with respect to one or more other funds or other accounts, as is the case
for the portfolio managers of the Fund. These potential conflicts may include:
Besides the Fund, Energy
Income Partners, LLC (“EIP”) portfolio managers serves as portfolio managers to separately managed accounts and provides its
model portfolio to unified managed accounts and serve as portfolio managers to three closed-end management investment companies other
than the Fund, three actively managed exchange-traded funds (ETFs), and a sleeve of a series of a variable insurance trust.
The portfolio managers
also serve as portfolio managers for two private investment funds (the “Private Funds”), both of which have a performance
fee and an open end registered mutual fund.
EIP has written policies
and procedures regarding order aggregation and allocation that seek to ensure that all accounts are treated fairly and equitably and that
no account is at a disadvantage. EIP will generally execute client transactions on an aggregated basis when EIP believes that to do so
will allow it to obtain best execution and to negotiate more favorable commission rates or avoid certain transaction costs that might
have otherwise been paid had such orders been placed independently. EIP’s ability to implement this may be limited by an account’s
custodian, directed brokerage arrangements or other constraints limiting EIP’s use of a common executing broker.
An aggregated order may
be allocated on a basis different from that specified herein provided that all clients receive fair and equitable treatment and there
is a reason for the different allocation. Reasons for deviation may include (but are not limited to): a client’s investment guidelines
and restrictions, available cash, liquidity or legal reasons, and to avoid odd-lots or in cases when an allocation would result in a de
minimis allocation to one or more clients.
Notwithstanding the above,
due to differing tax ramifications and compliance ratios, as well as dissimilar risk constraints and tolerances, accounts with similar
investment mandates may trade the same securities at differing points in time. Additionally, for the reasons noted above, certain accounts,
including funds in which EIP, its affiliates and/or employees (“EIP Funds”) have a financial interest including proprietary
accounts, may trade separately from other accounts and participate in transactions which are deemed to be inappropriate for other accounts
with similar investment mandates. Further, during periods in which EIP intends to trade the same securities across multiple accounts,
transactions for those accounts that must be traded through specific brokers and/or platforms will often be executed after those for accounts
over which EIP exercises full brokerage discretion, including the EIP Funds.
(a)(3) Compensation Structure of Portfolio Managers or Management
Team Members
Portfolio Manager Compensation
Information provided as of December 19, 2023.
The Fund’s portfolio
managers are compensated by a competitive minimum base salary and share in the profits of EIP in relation to their ownership of EIP. The
profits of EIP are influenced by the assets under management and the performance of the Funds (i.e. all Funds and accounts managed or
sub-advised by EIP). Therefore, their success is based on the growth and success for all the funds, not just the funds that charge an
incentive fee. The Fund’s portfolio managers understand that you cannot have asset growth without the trust and confidence of investors,
therefore, they do not engage in taking undue risk to generate performance.
The compensation of the
EIP team members is determined according to prevailing rates within the industry for similar positions. EIP wishes to attract, retain
and reward high quality personnel through a competitive compensation package.
| (a)(4) |
Disclosure of Securities Ownership |
Information provided as of November 30, 2023.
Name
|
Dollar Range of Fund Shares
Beneficially Owned |
James Murchie |
$500,001-$1,000,000 |
John Tysseland |
$50,001-$100,000 |
Item 9. Purchases of Equity Securities
by Closed-End Management Investment Company and Affiliated Purchasers.
Period |
(a) Total Number of Shares
(or Units) Purchased |
(b) Average Price Paid per
Share (or Unit) |
(c) Total Number of Shares
(or Units) Purchased as Part of Publicly Announced Plans or Programs |
(d) Maximum Number (or Approximate
Dollar Value) of Shares (or Units) that May Yet Be Purchased Under the Plans or Programs |
Month #1 (12/01/2022– 12/31/2022) |
22,162 |
15.03 |
1,884,197 |
4,825 |
Month #2 (01/01/2023– 01/31/2023) |
0 |
0 |
0 |
0 |
Month #3 (02/01/2023– 02/28/2023) |
0 |
0 |
0 |
0 |
Month #4 (03/01/2023– 03/31/2023) |
0 |
0 |
0 |
0 |
Month #5 (04/01/2023– 04/30/2023) |
0 |
0 |
0 |
0 |
Month #6 (05/01/2023– 05/31/2023) |
0 |
0 |
0 |
0 |
Month #7 (06/01/2023– 06/30/2023) |
0 |
0 |
0 |
0 |
Month #8 (07/01/2023– 07/31/2023) |
0 |
0 |
0 |
0 |
Month #9 (08/01/2023– 08/31/2023) |
0 |
0 |
0 |
0 |
Month #10 (09/01/2023– 09/30/2023) |
0 |
0 |
0 |
0 |
Month #11 (10/01/2023– 10/31/2023) |
0 |
0 |
0 |
0 |
Month #12 (11/01/2023– 11/30/2023) |
0 |
0 |
0 |
0 |
Total |
22,162 |
15.03 |
1,884,197 |
4,825 |
Item 10. Submission of Matters to a Vote of Security Holders.
There have been no material changes to the
procedures by which the shareholders may recommend nominees to the registrant’s board of directors, where those changes were implemented
after the registrant last provided disclosure in response to the requirements of Item 407(c)(2)(iv) of Regulation S-K (17 CFR 229.407)
(as required by Item 22(b)(15) of Schedule 14A (17 CFR 240.14a-101)), or this Item.
Item 11. Controls and Procedures.
| (a) |
The registrant’s principal executive and principal financial officers, or persons performing similar
functions, have concluded that the registrant’s disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment
Company Act of 1940, as amended (the “1940 Act”) (17 CFR 270.30a-3(c))) are effective, as of a date within 90 days of the
filing date of the report that includes the disclosure required by this paragraph, based on their evaluation of these controls and procedures
required by Rule 30a-3(b) under the 1940 Act (17 CFR 270.30a-3(b)) and Rules 13a-15(b) or 15d-15(b) under the Securities Exchange Act
of 1934, as amended (17 CFR 240.13a-15(b) or 240.15d-15(b)). |
| (b) |
There were no changes in the registrant’s internal control over financial reporting (as defined in Rule
30a-3(d) under the 1940 Act (17 CFR 270.30a-3(d)) that occurred during the period covered by this report that has materially affected,
or is reasonably likely to materially affect, the registrant’s internal control over financial reporting. |
Item 12. Disclosure of Securities Lending Activities for Closed-End
Management Investment Companies.
Item 13. Exhibits.
(c) |
| Notices to the registrant’s common shareholders in accordance with the Order under Section 6(c)
of the 1940 Act granting an exemption from Section 19(b) of the 1940 Act, dated March 24, 2010. (1) |
(1) |
| The Fund received exemptive relief from the Securities and Exchange Commission which permits the Fund to make
periodic distributions of long-term capital gains as frequently as monthly each taxable year. The relief is conditioned, in part, on an
undertaking by the Fund to make the disclosures to the holders of the Fund’s common shares, in addition to the information required
by Section 19(a) of the 1940 Act and Rule 19a-1 thereunder. The Fund is likewise obligated to file with the SEC the information contained
in any such notice to shareholders. In that regard, attached as an exhibit to this filing is a copy of such notice made during the period. |
SIGNATURES
Pursuant to the requirements of the Securities Exchange
Act of 1934 and the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.
(registrant) |
|
First Trust Energy Infrastructure Fund |
By (Signature and Title)* |
|
/s/ James M. Dykas |
|
|
James M. Dykas, President and Chief Executive Officer (principal executive officer) |
Pursuant
to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed below by
the following persons on behalf of the registrant and in the capacities and on the dates indicated.
By (Signature and Title)* |
|
/s/ James M. Dykas |
|
|
James M. Dykas, President and Chief Executive Officer (principal executive officer) |
By (Signature and Title)* |
|
/s/ Derek D. Maltbie |
|
|
Derek D. Maltbie, Treasurer, Chief Financial Officer and Chief Accounting Officer (principal financial
officer) |
* Print the name and title of each signing officer under his
or her signature.